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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Exhibit B 

 DIP Credit Agreement 

 

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SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT, GUARANTY AND 

SECURITY AGREEMENT 

among 

PACIFIC GAS AND ELECTRIC COMPANY, 

a debtor and a debtor-in-possession, as Borrower, 

PG&E CORPORATION, 

a debtor and a debtor-in-possession, as a Guarantor, 

The Several Lenders from Time to Time Parties Hereto, 

JPMORGAN CHASE BANK, N.A., 

as Administrative Agent, 

CITIBANK, N.A., 

as Collateral Agent, 

J.P. MORGAN SECURITIES LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

BARCLAYS BANK PLC, 

CITIBANK, N.A., 

BNP PARIBAS SECURITIES CORP., 

CREDIT SUISSE LOAN FUNDING LLC, 

GOLDMAN SACHS BANK USA, 

MUFG UNION BANK, N.A., and 

WELLS FARGO SECURITIES, LLC 

as Joint Lead Arrangers and 

Joint Bookrunners 

Dated as of January [31], 2019 

BANK OF AMERICA, N.A. and BARCLAYS BANK PLC, 

as Co-Documentation Agents, 

CITIBANK, N.A., 

as Syndication Agent, 

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TABLE OF CONTENTS

Page 

SECTION 1. DEFINITIONS ............................................................................................................. 1 

1.1 Defined Terms .............................................................................................................. 1 

1.2 Other Definitional Provisions and Interpretative Provisions ...................................... 24 

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS ..................................................... 26 

2.1 Commitments ............................................................................................................. 26 

2.2 Procedures for Term Loan and Revolving Loan Borrowing ...................................... 27 

2.3 Incremental Facilities ................................................................................................. 28 

2.4 Fees............................................................................................................................. 29 

2.5 Termination or Reduction of Commitments; Extension of Termination Date ........... 30 

2.6 Prepayments ............................................................................................................... 31 

2.7 Conversion and Continuation Options ....................................................................... 32 

2.8 Limitations on Eurodollar Tranches ........................................................................... 33 

2.9 Interest Rates and Payment Dates .............................................................................. 33 

2.10 Computation of Interest and Fees ............................................................................... 33 

2.11 Inability to Determine Interest Rate ........................................................................... 34 

2.12 Pro Rata Treatment and Payments; Notes .................................................................. 34 

2.13 Change of Law ........................................................................................................... 36 

2.14 Taxes .......................................................................................................................... 37 

2.15 Indemnity ................................................................................................................... 41 

2.16 Change of Lending Office .......................................................................................... 41 

2.17 Replacement of Lenders ............................................................................................. 41 

2.18 Defaulting Lenders ..................................................................................................... 42 

2.19 Priority and Liens ....................................................................................................... 44 

2.20 No Discharge; Survival of Claims .............................................................................. 45 

SECTION 3. LETTERS OF CREDIT ............................................................................................. 45 

3.1 L/C Commitment ........................................................................................................ 45

3.2 Procedure for Issuance of Letters of Credit ................................................................ 46 

3.3 Fees and Other Charges .............................................................................................. 47 

3.4 L/C Participations ....................................................................................................... 47 

3.5 Reimbursement Obligation of the Borrower .............................................................. 48 

3.6 Obligations Absolute .................................................................................................. 49

3.7 Letter of Credit Payments ........................................................................................... 49 

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3.8 Applications ............................................................................................................... 49 

3.9 Actions of Issuing Lenders ......................................................................................... 49 

3.10 Borrower’s Indemnification ....................................................................................... 50 

3.11 Lenders’ Indemnification ........................................................................................... 50 

SECTION 4. REPRESENTATIONS AND WARRANTIES .......................................................... 51 

4.1 Financial Condition .................................................................................................... 51 

4.2 No Change .................................................................................................................. 51 

4.3 Existence; Compliance with Law ............................................................................... 51 

4.4 Power; Authorization; Enforceable Obligations ........................................................ 51 

4.5 No Legal Bar .............................................................................................................. 52 

4.6 Litigation .................................................................................................................... 52 

4.7 No Default .................................................................................................................. 52 

4.8 Taxes .......................................................................................................................... 52 

4.9 Federal Regulations .................................................................................................... 52 

4.10 ERISA ........................................................................................................................ 53 

4.11 Investment Company Act; Other Regulations ............................................................ 53 

4.12 Use of Proceeds .......................................................................................................... 53 

4.13 Environmental Matters ............................................................................................... 54 

4.14 Regulatory Matters ..................................................................................................... 54 

4.15 Sanctions .................................................................................................................... 54 

4.16 Security Interest .......................................................................................................... 54 

4.17 Financing Orders ........................................................................................................ 54 

4.18 Superpriority Claims; Liens ....................................................................................... 54 

4.19 Disclosure ................................................................................................................... 55 

SECTION 5. CONDITIONS PRECEDENT ................................................................................... 55 

5.1 Conditions to the Closing Date .................................................................................. 55 

5.2 Conditions to Each Credit Event ................................................................................ 57 

5.3 Conditions to Borrowing on the Full Availability Date ............................................. 57 

SECTION 6. AFFIRMATIVE COVENANTS ................................................................................ 58 

6.2 Certificates; Other Information .................................................................................. 58 

6.3 Payment of Taxes ....................................................................................................... 59 

6.4 Maintenance of Existence; Compliance ..................................................................... 59 

6.5 Maintenance of Property; Insurance ........................................................................... 59 

6.6 Inspection of Property; Books and Records; Discussions .......................................... 60 

6.7 Notices ........................................................................................................................ 60 

6.8 Maintenance of Licenses, etc ..................................................................................... 60 

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6.9 Ratings ........................................................................................................................ 60 

6.10 Further Assurances; Certain Properties ...................................................................... 60 

6.11 Other Bankruptcy Matters .......................................................................................... 61 

6.12 Use of Proceeds .......................................................................................................... 61 

SECTION 7. NEGATIVE COVENANTS ....................................................................................... 62 

7.1 Indebtedness ............................................................................................................... 62 

7.2 Liens ........................................................................................................................... 63 

7.3 Sale and Lease Back Transactions ............................................................................. 66 

7.4 Investments, Loans and Advances ............................................................................. 66 

7.5 Mergers, Consolidations, Sales of Assets and Acquisitions ....................................... 67 

7.6 Dividends and Distributions ....................................................................................... 69 

7.7 Transactions with Affiliates ....................................................................................... 69 

7.8 Business of the Loan Parties ...................................................................................... 69 

7.9 Limitation on Payments and Modifications of Indebtedness; Modifications of 

Certificate of Incorporation, Bylaws and Certain Other Agreements, Etc ................. 70 

7.10 Swap Agreements ....................................................................................................... 70 

7.11 Other Superpriority Claims ........................................................................................ 70 

7.12 Burdensome Agreements ........................................................................................... 70 

SECTION 8. EVENTS OF DEFAULT ........................................................................................... 71 

SECTION 9. THE AGENTS ........................................................................................................... 75 

9.1 Appointment and Authority ........................................................................................ 75 

9.2 Delegation of Duties ................................................................................................... 75 

9.3 Exculpatory Provisions............................................................................................... 75 

9.4 Reliance by Agents ..................................................................................................... 76 

9.5 Notice of Default ........................................................................................................ 76 

9.6 Non-Reliance on Agents and Other Lenders .............................................................. 77 

9.7 Indemnification .......................................................................................................... 77 

9.8 Agent in Its Individual Capacity ................................................................................ 77 

9.9 Successor Agents ........................................................................................................ 77 

9.10 Documentation Agent and Syndication Agents ......................................................... 78 

9.11 Guaranty and Collateral Matters ................................................................................ 78 

9.12 Credit Bidding ............................................................................................................ 79 

SECTION 10. MISCELLANEOUS ................................................................................................... 80 

10.1 Amendments and Waivers .......................................................................................... 80 

10.2 Notices ........................................................................................................................ 82 

10.3 No Waiver; Cumulative Remedies ............................................................................. 84 

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10.4 Survival of Representations and Warranties .............................................................. 84 

10.5 Payment of Expenses.................................................................................................. 84 

10.6 Successors and Assigns; Participations and Assignments .......................................... 86 

10.7 Adjustments; Set off ................................................................................................... 89 

10.8 Counterparts ............................................................................................................... 90 

10.9 Severability ................................................................................................................. 90 

10.10 Integration .................................................................................................................. 90 

10.11 GOVERNING LAW .................................................................................................. 90 

10.12 Submission To Jurisdiction; Waivers ......................................................................... 91 

10.13 Acknowledgments ...................................................................................................... 91 

10.14 Confidentiality ............................................................................................................ 91 

10.15 WAIVERS OF JURY TRIAL .................................................................................... 92 

10.16 Patriot Act; Beneficial Ownership Regulation ........................................................... 92 

10.17 No Advisory or Fiduciary Responsibility .................................................................. 92 

10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions ................. 93 

10.19 Release of Liens and Release of Guaranty ................................................................. 93 

10.20 Financing Orders ........................................................................................................ 94 

SECTION 11. COLLATERAL .......................................................................................................... 94 

11.1 Grant of Security Interest ........................................................................................... 94

11.2 Perfection and Protection of Security Interest ............................................................ 96 

11.3 Right to Cure .............................................................................................................. 96 

11.4 Power of Attorney ...................................................................................................... 97 

11.5 The Agent’s and Lenders’ Rights, Duties and Liabilities .......................................... 97 

11.6 Rights in Respect of Investment Property .................................................................. 97 

11.7 Remedies .................................................................................................................... 98 

SECTION 12. GUARANTY ........................................................................................................... 100 

12.1 Guaranty; Limitation of Liability ............................................................................. 100 

12.2 Guaranty Absolute .................................................................................................... 101 

12.3 Waivers and Acknowledgements ............................................................................. 102 

12.4 Subordination ........................................................................................................... 102 

12.5 Continuing Guaranty; Assignments ......................................................................... 103 

12.6 Additional Guarantors .............................................................................................. 103 

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SCHEDULES: 

1.1A Commitments 

1.1B Interim L/C Availability 

1.1C First Day Orders 

7.1(b) Existing Indebtedness 

7.2(f) Existing Liens 

7.3 Sale and Leaseback Transactions 

EXHIBITS: 

A Form of 13-Week Forecast 

B Form of Assignment and Assumption 

C Form of Interim Order 

D-1 Form of Term Note 

D-2 Form of Revolving Note 

E Forms of U.S. Tax Compliance Certificates 

F Form of Closing Certificate 

 

 

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This SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT, 

GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of January [31], 2019, 

among PACIFIC GAS AND ELECTRIC COMPANY, a California corporation and a debtor and debtorin-possession (the “Borrower”), PG&E CORPORATION, a California corporation and a debtor and 

debtor-in-possession, as a Guarantor (“PCG”), each debtor and debtor-in-possession subsidiary of PCG or 

the Borrower from time to time party to this Agreement, as Guarantors, the several banks and other 

financial institutions or entities from time to time parties to this Agreement (the “Lenders”), J.P. 

MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

BARCLAYS BANK PLC, CITIBANK, N.A., BNP PARIBAS SECURITIES CORP., CREDIT SUISSE 

LOAN FUNDING LLC, GOLDMAN SACHS BANK USA, MUFG UNION BANK, N.A. and WELLS 

FARGO SECURITIES, LLC, as joint lead arrangers and joint bookrunners (together and in such 

capacities, the “Arrangers”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such 

capacity, together with any successor thereto, the “Administrative Agent”), and CITIBANK, N.A., as 

collateral agent (in such capacity, together with any successor thereto, the “Collateral Agent”). 

W I T N E S S E T H: 

WHEREAS, on January 29, 2019 (the “Petition Date”), the Borrower and PCG (together with the 

Borrower and any other Subsidiary of PCG or the Borrower that becomes a debtor-in-possession, 

collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code 

in the United States Bankruptcy Court for the Northern District of California (such court, the “Bankruptcy 

Court”) and thereby commenced Chapter 11 bankruptcy cases (collectively, the “Cases”), and have 

continued in the possession and operation of their assets and in the management of their businesses 

pursuant to Sections 1107 and 1108 of the Bankruptcy Code; 

WHEREAS, in connection with the foregoing, the Borrower has requested that the Lenders 

provide the loans and facilities set forth herein and the Lenders are willing to make available to the 

Borrower such loans and facilities upon the terms and subject to the conditions set forth herein; 

NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

SECTION 1. DEFINITIONS 

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the 

respective meanings set forth in this Section 1.1. 

“13-Week Forecast”: a 13-week cash flow forecast with respect to the Loan Parties and their 

respective Subsidiaries for the then-current week and the immediately following consecutive 12 weeks 

(collectively, 13 weeks), set forth on a weekly basis, including (i) individual line items for “Total 

Operating Receipts,” “Total Operating Disbursements,” and “Reorganization Professional Fees”, and (ii) 

the anticipated uses of the Facilities for such period for the Debtors, in the form attached hereto as Exhibit 

A or such other form reasonably acceptable to the Administrative Agent. 

“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) 

equal to the greatest of (a) the Base Rate in effect on such day (or if such day is not a Business Day, the 

immediately preceding Business Day), (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) 

the Eurodollar Base Rate for Eurodollar Loans with a one-month Interest Period commencing on such day 

plus 1.00%. For purposes hereof, “Base Rate” shall mean the rate of interest per annum publicly 

announced from time to time by the Administrative Agent as its base rate in effect at its principal office in 

New York City (the Base Rate not being intended to be the lowest rate of interest charged by the 

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Administrative Agent in connection with extensions of credit to debtors). Any change in the ABR due to 

a change in the Base Rate, the NYFRB Rate or the Eurodollar Base Rate shall be effective as of the 

opening of business on the effective day of such change in the Base Rate, NYFRB Rate or the Eurodollar 

Base Rate, respectively. Notwithstanding the foregoing, the ABR shall at no time be less than zero. 

“ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR. 

“Acceptable Plan”: a Chapter 11 Plan that, unless otherwise consented to in advance in writing by 

the Administrative Agent, provides for the termination of the Commitments, the indefeasible payment in 

full in cash of the Obligations (other than contingent Obligations not yet due and payable) and the 

expiration or termination of all outstanding Letters of Credit (or, with respect to any undrawn Letters of 

Credit, the establishment of a “backstop” letter of credit or other Cash Collateralization thereof as 

required herein), in each case on the effective date of such Chapter 11 Plan in accordance with the terms 

of this Agreement. 

“Administrative Agent”: as defined in the preamble hereto. 

“Affiliate”: with respect to a specified Person, another Person that directly, or indirectly through 

one or more intermediaries, Controls or is Controlled by or is under common Control with the Person 

specified. 

“Agents”: the collective reference to the Administrative Agent and the Collateral Agent. 

“Agreement”: as defined in the preamble hereto. 

“Allocation Date”: January 29, 2019. 

“Applicable Margin”: (a) with respect to ABR Loans, 1.25% per annum, and (b) with respect to 

Eurodollar Loans, 2.25% per annum. 

“Application”: an application, in such form as the relevant Issuing Lender may reasonably 

specify from time to time, requesting such Issuing Lender to issue a Letter of Credit. 

“Approved Fund”: any Person (other than a natural person) that is engaged in making, 

purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the 

ordinary course of its business that is administered or managed by (a) a Lender, (b) an Affiliate of a 

Lender or (c) an entity or an Affiliate of any entity that administers or manages a Lender. 

“Arrangers”: as defined in the preamble hereto. 

“Assignee”: as defined in Section 10.6(b). 

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of 

Exhibit B. 

“Auto-Extension Letter of Credit”: as defined in Section 3.2. 

“Available Revolving Commitment”: as to any Lender, such Lender’s Percentage with respect to 

the Revolving Credit Facility multiplied by the Total Available Revolving Commitments. 

“Avoidance Actions”: as defined in Section 2.19(a). 

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“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable 

EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of 

Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the 

implementing law for such EEA Member Country from time to time which is described in the EU Bail-In 

Legislation Schedule. 

“Bankruptcy Code”: Title 11 of the United States Code, as amended, from time to time, and 

codified as 11 U.S.C. § 101-1532. 

“Bankruptcy Court”: has the meaning assigned to that term in the first recital paragraph. 

“Beneficial Owner”: as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except 

that in calculating the beneficial ownership of any particular “person” (as that term is used in Sections 

13(d) and 14(d) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all 

securities that such “person” has the right to acquire by conversion or exercise of other securities, whether 

such right is currently exercisable or is exercisable only upon the occurrence of a subsequent 

condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. 

“Beneficial Ownership Certification”: a certification in the form published by the Loan 

Syndications and Trading Association regarding individual beneficial ownership solely to the extent 

expressly required by the Beneficial Ownership Regulation. 

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230, as amended from time to time. 

“Benefitted Lender”: as defined in Section 10.7(a). 

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any 

successor). 

“Borrower”: as defined in the preamble hereto. 

“Borrowing”: a borrowing of Loans of the same Class and Type on a given date and, in the case 

of Eurodollar Loans, having the same Interest Period. 

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower 

requests the Lenders to make Loans hereunder. 

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in 

New York City or San Francisco, California are authorized or required by law to close, provided, that 

with respect to notices and determinations in connection with, and payments of principal and interest on, 

Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the 

London interbank eurodollar market. 

“Capital Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other 

amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or 

a combination thereof, which obligations are required to be classified and accounted for as capital leases 

on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of 

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such obligations at any time shall be the capitalized amount thereof at such time determined in accordance 

with GAAP, subject to Section 1.2(g). 

“Capital Stock”: any and all shares, interests, participations or other equivalents (however 

designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other 

than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 

“Carve-Out”: has the meaning assigned to such term in the Interim Order, or upon entry of the 

Final Order, in the Final Order, as applicable. 

“Cases”: has the meaning assigned to that term in the first recital paragraph. 

“Cash Collateralize”: to segregate for the benefit of an Issuing Lender and any applicable L/C 

Participants, and to grant a first priority, valid and perfected security interest therein (if applicable), an 

amount in cash equal to 103% of the outstanding L/C Obligations as of the applicable date. 

“Cash Management Agreement”: any agreement to establish or maintain accounts or provide cash 

management services, including treasury, depository, overdraft, netting services, cash pooling 

arrangements, credit or debit card, purchasing card, electronic funds transfer, automated clearing house, 

foreign exchange facilities and other cash management arrangements. 

“Cash Management Bank”: any Person that is a Lender, an Arranger, an Agent or an Affiliate of a 

Lender, Arranger or Agent (x) on the Closing Date, with respect to Cash Management Agreements 

existing on the Closing Date, or (y) at the time it enters into a Cash Management Agreement, in each case, 

in its capacity as a party to such Cash Management Agreement. 

“Cash Management Obligations”: the obligations accruing after the Petition Date and owed by 

any Loan Party to any Cash Management Bank under any Cash Management Agreement entered into by 

and between any Loan Party and any Cash Management Bank. 

“Challenge”: has the meaning assigned to such term in the Interim Order, or upon entry of the 

Final Order, in the Final Order, as applicable. 

“Change of Control”: PCG and its Subsidiaries shall at any time not be the Beneficial Owner, 

directly or indirectly, of at least 80% of the common stock or 70% of the voting Capital Stock of the 

Borrower. 

“Change of Law”: the occurrence, after the Closing Date, of any of the following: (a) the 

adoption or taking effect of any law, rule, regulation, statute, treaty, policy, guideline or directive by any 

Governmental Authority, (b) any change in any law, rule, regulation, statute, treaty, policy, guideline or 

directive or in the application, interpretation, promulgation, implementation, administration or 

enforcement thereof by any Governmental Authority or (c) the making or issuance of any request, rule, 

guideline or directive (whether or not having the force of law) by any Governmental Authority; provided 

that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and 

Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in 

connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for 

International Settlements, the Basel Committee on Banking Supervision (or any successor or similar 

authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in 

each case be deemed to be a “Change of Law”, regardless of the date enacted, adopted or issued. 

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“Chapter 11 Plan”: a Chapter 11 plan of one or more of the Debtors in the Cases that is filed with 

the Bankruptcy Court. 

“Class”: when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or 

the Loans comprising such Borrowing, is a Revolving Loan, an Initial Term Loan or an Incremental Term 

Loan and, when used in reference to any Commitment, refers to whether such Commitment is a 

Revolving Commitment, an Initial Term Loan Commitment, a Delayed Draw Term Loan Commitment or 

an Incremental Term Loan Commitment. Once funded, Delayed Draw Term Loans shall be designated as 

the same “Class” as the Initial Term Loans. 

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall have 

been satisfied or waived. 

“Code”: the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral”: as defined in Section 11.1. 

“Collateral Agent”: as defined in the preamble hereto. 

“Committee”: has the meaning assigned to such term in the Interim Order, or upon entry of the 

Final Order, in the Final Order, as applicable. 

“Commitments”: as to any Lender, to the extent applicable, such Lender’s Revolving 

Commitment, Initial Term Loan Commitment, Delayed Draw Term Loan Commitment or Incremental 

Term Loan Commitment. 

“Commonly Controlled Entity”: an entity, whether or not incorporated, that (i) is under common 

control or that is treated as a single employer with the Borrower within the meaning of Section 4001 of 

ERISA or (ii) is part of a group that includes the Borrower and that is treated as a single employer under 

Section 414 of the Code. 

“Conduit Lender”: any special purpose corporation organized and administered by any Lender 

for the purpose of making Loans otherwise required to be made by such Lender and designated by such 

Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall 

not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for 

any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the 

Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or 

requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit 

Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.13, 2.14, 2.15 or 10.5 than 

the designating Lender would have been entitled to receive in respect of the extensions of credit made by 

such Conduit Lender or (b) be deemed to have any Commitment. 

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net 

income (however denominated) or that are franchise Taxes or branch profits Taxes. 

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person 

or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any 

of its property is bound, except to the extent (i) arising under a contract or lease that has been rejected 

under Section 365 of the Bankruptcy Code pursuant to an order of the Bankruptcy Court or (ii) the effect 

thereof has been stayed by the automatic stay under the Bankruptcy Code or the Bankruptcy Court. 

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“Control”: the possession, directly or indirectly, of the power to direct or cause the direction of 

the management or policies of a Person, whether through the ability to exercise voting power, by contract 

or otherwise. ”Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Event”: as defined in Section 5.2. 

“Debtor Relief Laws”: the Bankruptcy Code, and all other liquidation, conservatorship, 

bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, 

reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from 

time to time in effect. 

“Debtors”: has the meaning assigned to that term in the first recital paragraph. 

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving 

of notice, the lapse of time, or both, has been satisfied. 

“Defaulting Lender”: subject to the third to last paragraph of Section 2.18, any Lender, as 

reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or 

Participation Amounts within three (3) Business Days of the date required to be funded by it under this 

Agreement, unless such Lender notifies the Administrative Agent in writing that such failure is the result 

of such Lender’s good faith determination that one or more conditions precedent to funding (each of 

which conditions precedent, together with any applicable Default, shall be specifically identified in such 

writing) has not been satisfied, (b) notified the Borrower, the Administrative Agent, any Issuing Lender or 

any other Lender in writing that it does not intend to comply with any of its funding obligations under this 

Agreement or has made a public statement to the effect that it does not intend to comply with its funding 

obligations under this Agreement (other than a notice of a good faith dispute or related communications) 

or generally under other agreements in which it commits to extend credit, unless such writing or public 

statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is 

based on such Lender’s good faith determination that a condition precedent to funding (which condition 

precedent, together with any applicable Default, shall be specifically identified in such writing or public 

statement) cannot be satisfied, (c) failed, within three (3) Business Days after written request by the 

Administrative Agent (based on the Administrative Agent’s reasonable belief that such Lender may not 

fulfill its funding obligation), to confirm that it will comply with the terms of this Agreement relating to 

its obligations to fund prospective Loans and Participation Amounts, unless the subject of a good faith 

dispute (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon 

receipt of such written confirmation by the Administrative Agent), (d) otherwise failed to pay over to the 

Administrative Agent or any other Lender any other amount required to be paid by it under this 

Agreement within three (3) Business Days of the date when due, unless the subject of a good faith 

dispute, or (e) (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, 

conservator, trustee or custodian appointed for it, or has consented to, approved of or acquiesced in any 

such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or 

insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has 

consented to, approved of or acquiesced in any such proceeding or appointment, or (iii) become, or has a 

direct or indirect parent company that has become, the subject of a Bail-In Action; provided that (A) if a 

Lender would be a “Defaulting Lender” solely by reason of events relating to a parent company of such 

Lender or solely because a Governmental Authority has been appointed as receiver, conservator, trustee 

or custodian for such Lender, in each case as described in clause (e) above, the Administrative Agent and 

each Issuing Lender may, in their discretion, determine that such Lender is not a “Defaulting Lender” if 

and for so long as the Administrative Agent and each Issuing Lender is satisfied that such Lender will 

continue to perform its funding obligations hereunder and (B) a Lender shall not be a Defaulting Lender 

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solely by virtue of the ownership or acquisition of voting stock or any other Capital Stock in such Lender 

or a parent company thereof by a Governmental Authority or an instrumentality thereof, or the exercise of 

control over such Lender or parent company thereof, by a Governmental Authority or instrumentality 

thereof so long as such ownership interest does not result in or provide such Lender with immunity from 

the jurisdiction of courts within the United States or from the enforcement of judgments or writs of 

attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, 

disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the 

Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through 

(e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a 

Defaulting Lender (subject to the third to last paragraph of Section 2.18) upon delivery of written notice 

of such determination to the Borrower, each Issuing Lender and each Lender. 

“Delayed Draw Commitment Period”: the period from and including the Full Availability Date 

to January 29, 2020. 

“Delayed Draw Term Loan Commitment”: as to any Lender, the obligation of such Lender, if 

any, to make Delayed Draw Term Loans in an aggregate principal amount not to exceed the amount set 

forth under the heading “Delayed Draw Term Loan Commitment” opposite such Lender’s name on 

Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party 

hereto, as the same may be changed from time to time pursuant to the terms hereof (including, for the 

avoidance of doubt, to reflect the Fronting Arranger’s funding of the full amount of the Delayed Draw 

Term Loans on behalf of the other Lenders with Delayed Draw Term Loan Commitments) and reduced 

from time to time pursuant to Section 2.1(a)(iv)(A). The aggregate amount of the Delayed Draw Term 

Loan Commitments on the Closing Date is $500,000,000. 

“Delayed Draw Term Loans”: as defined in Section 2.1(a). 

“Delayed Draw Unused Fee Rate”: a rate per annum equal to (a) from (and including) the 

Allocation Date to (and including) the date that is 180 days after the Allocation Date, 1.125%, and (b) 

from (and including) the date that is 181 days after the Allocation Date to (and including) the last day of 

the Delayed Draw Commitment Period, 2.25%. 

“DIP Superpriority Claims”: as defined in Section 2.19(a). 

“Disposition”: with respect to any property or asset, any sale, lease, sale and leaseback, 

assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” 

shall have correlative meanings. 

“Documentation Agents”: Bank of America, N.A. and Barclays Bank PLC, each in its capacity 

as a documentation agent. 

“Dollars” and “$”: dollars in lawful currency of the United States. 

“Drawing Documents”: as defined in Section 3.6. 

“EEA Financial Institution”: (a) any institution established in any EEA Member Country that is 

subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member 

Country that is a parent of an institution described in clause (a) of this definition, or (c) any institution 

established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) 

of this definition and is subject to consolidated supervision with its parent. 

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“EEA Member Country”: any of the member states of the European Union, Iceland, 

Liechtenstein and Norway. 

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with 

public administrative authority of any EEA Member Country (including any delegee) having 

responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee”: (a) any commercial bank or other financial institution having a senior 

unsecured debt rating by Moody’s of A3 or better and by S&P of A- or better, which is domiciled in a 

country which is a member of the OECD or (b) with respect to any Person referred to in the preceding 

clause (a), any other Person that is engaged in making, purchasing, holding or investing in bank loans and 

similar extensions of credit in the ordinary course of business all of the Capital Stock of which is owned, 

directly or indirectly, by such Person; provided that in the case of clause (b), the Administrative Agent 

and each Issuing Lender shall have consented to the designation of such Person as an Eligible Assignee 

(such consent not to be unreasonably withheld or delayed). 

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, 

regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other 

Requirements of Law (including common law) regulating, relating to or imposing liability or standards of 

conduct concerning protection of the environment or, as it relates to exposure to hazardous or toxic 

substances, the protection of human health, in each case as now or may at any time hereafter be in effect. 

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to 

time. 

“ERISA Event”: (a) any Reportable Event; (b) the failure of the Borrower or any Commonly 

Controlled Entity to timely make a required contribution with respect to any Plan or any Multiemployer 

Plan; (c) the imposition of a Lien under Section 430 of the Code or Section 303 of ERISA with respect to 

any Single Employer Plan; (d) the failure of the Borrower or any Commonly Controlled Entity to meet 

the minimum funding standard under Section 412 or 430 of the Code with respect to any Plan or the filing 

of an application for a funding waiver with respect to any Single Employer Plan; (e) the incurrence by the 

Borrower or any Commonly Controlled Entity of any liability under Title IV of ERISA, including with 

respect to the termination of any Plan (other than the payment of PBGC premiums in the ordinary 

course); (f) (i) the termination of, or the filing or receipt of a notice of intent to terminate, a Single 

Employer Plan subject to Title IV of ERISA under Section 4041 of ERISA, or the treatment of a plan 

amendment as a termination under Section 4041 of ERISA, or (ii) (A) the appointment of a trustee to 

administer a Single Employer Plan under Section 4042, or (B) the institution by the PBGC of proceedings 

to terminate a Single Employer Plan or to have a trustee appointed to administer a Single Employer Plan, 

or receipt by the Borrower of notice from the PBGC thereof, where such proceedings continue unstayed 

or in effect for more than 60 days, or such notice is not withdrawn by the PBGC within 60 days following 

delivery by PBGC; (g) the incurrence by the Borrower or any Commonly Controlled Entity of any 

liability with respect to the complete withdrawal or partial withdrawal under Title IV of ERISA from any 

Multiemployer Plan; (h) the receipt by the Borrower or any Commonly Controlled Entity of any notice 

from a Multiemployer Plan concerning the imposition of Withdrawal Liability; (i) receipt of notification 

by Borrower or any Commonly Controlled Entity from a Multiemployer Plan that such Multiemployer 

Plan is in ERISA Insolvency; (j) the occurrence of a nonexempt prohibited transaction (within the 

meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to 

result in liability to the Borrower; (k) the incurrence by the Borrower or any Commonly Controlled Entity 

of any liability pursuant to Section 4063 or 4064 of ERISA or a substantial cessation of operations with 

respect to a Plan within the meaning of Section 4062(e) of ERISA; (l) the posting of a bond or security 

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under Section 436(f) of the Code with respect to any Plan; or (m) the Borrower incurs material tax 

liability with respect to any Plan (including Sections 4975, 4980B, 4980D, 4980H and 4980I of the Code, 

as applicable). 

“ERISA Insolvency”: with respect to any Multiemployer Plan, the condition that such 

Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA. 

 “EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan 

Market Association (or any successor person), as in effect from time to time. 

“Eurocurrency Liabilities”: as defined in Regulation D of the Board. 

“Eurocurrency Reserve Requirements”: of any Lender for any Interest Period as applied to a 

Eurodollar Loan, the reserve percentage applicable during such Interest Period (or if more than one such 

percentage shall be so applicable, the daily average of such percentages for those days in such Interest 

Period during any such percentage shall be so applicable) under any regulations of the Board or other 

Governmental Authority having jurisdiction with respect to determining the maximum reserve 

requirement (including basic, supplemental and emergency reserves) for such Lender with respect to 

liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest 

Period. 

“Eurodollar Base Rate”: with respect to each day during each Interest Period pertaining to a 

Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a 

period equal to such Interest Period commencing on the first day of such Interest Period appearing on 

Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor 

to or substitute for such service, providing rate quotations comparable to those currently provided on such 

page of such service, as determined by the Administrative Agent from time to time for purposes of 

providing quotations of interest rates applicable to Dollar deposits in the London interbank market, in 

each case the “LIBO Screen Rate”) at or about 11:00 A.M., London time, two Business Days prior to the 

beginning of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate 

shall be deemed to be zero for the purposes of this Agreement. In the event that the LIBO Screen Rate is 

unavailable, the “Eurodollar Base Rate” shall be determined by reference to such other comparable 

publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent 

or, in the absence of such availability, by reference to the rate at which the Administrative Agent is 

offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the 

beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign 

currency and exchange operations are then being conducted for delivery on the first day of such Interest 

Period for the number of days comprised therein; provided that if any Eurodollar Base Rate so determined 

shall be less than zero, such Eurodollar Base Rate shall be deemed to be zero for purposes of this 

Agreement. 

“Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar 

Rate. 

“Eurodollar Rate”: with respect to each day during each Interest Period pertaining to a 

Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula 

(rounded upward to the nearest 1/100th of 1%): 

Eurodollar Base Rate 

1.00 - Eurocurrency Reserve Requirements 

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“Eurodollar Tranche”: the collective reference to Eurodollar Loans the then current Interest 

Periods with respect to all of which begin on the same date and end on the same later date (whether or not 

such Loans shall originally have been made on the same day). 

“Event of Default”: any of the events specified in Section 8, provided that any requirement for 

the giving of notice, the lapse of time, or both, has been satisfied. 

“Exchange Act”: Securities Exchange Act of 1934, as amended. 

“Excluded Property”: as defined in Section 11.1. 

“Excluded Taxes”: any of the following Taxes imposed on or with respect to any Recipient or 

required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by 

net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed 

as a result of such Recipient being organized under the laws of, or having its principal office or, in the 

case of any Lender, its lending office located in, the jurisdiction imposing such Tax (or any political 

subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal 

withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an 

applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such 

Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request 

by the Borrower under Section 2.17) or (ii) such Lender changes its lending office, except in each case to 

the extent that, pursuant to Section 2.14(a) or (c), amounts with respect to such Taxes were payable either 

to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender 

immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to 

comply with Sections 2.14(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Extensions of Revolving Credit”: as to any Lender at any time, an amount equal to the sum of 

(a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding and 

(b) such Lender’s Percentage of the L/C Obligations then outstanding. 

“Facilities”: collectively, the Revolving Credit Facility and the Term Loan Facility. 

“Facility Extension Option”: as defined in Section 2.5(b). 

“FATCA”: Sections 1471 through 1474 of the Code, as of Closing Date (or any amended or 

successor version that is substantively comparable and not materially more onerous to comply with), any 

current or future regulations or official interpretations thereof and any agreements entered into pursuant to 

Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted 

pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and 

implementing such Sections of the Code. 

“Federal Funds Effective Rate”: for any day, the rate calculated by the NYFRB based on such 

day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB 

shall set forth on its public website from time to time) and published on the next succeeding Business Day 

by the NYFRB as the federal funds effective rate; provided that if such rate shall be less than zero, such 

rate shall be deemed to be zero for all purposes of this Agreement. 

“Fee Letters”: (i) that certain Fee Letter, dated as of January 21, 2019, by and among the 

Borrower, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays 

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Bank PLC and Citigroup Global Markets Inc. and (ii) that certain Fee Letter, dated as of January 21, 

2019, by and among the Borrower and J.P. Morgan Securities LLC and acknowledged by Merrill Lynch, 

Pierce, Fenner & Smith Incorporated, Barclays Bank PLC and Citigroup Global Markets Inc. 

“Fee Payment Date”: (a) the last Business Day of each March, June, September and December 

during the Revolving Commitment Period and the Delayed Draw Term Loan Commitment Period, as 

applicable, (b) the last day of the Revolving Commitment Period and the Delayed Draw Term Loan 

Commitment Period, as applicable, and (c) the last Business Day of each March, June, September and 

December after the last day of the Revolving Commitment Period, so long as any principal amount of the 

Loans or any Reimbursement Obligations remain outstanding after the last day of the Commitment 

Period. 

“Final Order”: a final order or orders of the Bankruptcy Court entered in the Cases after a final 

hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by the Bankruptcy 

Court, in form and substance reasonably satisfactory to the Administrative Agent and the Debtors, 

authorizing and approving on a final basis, among other things, the matters and provisions in the Interim 

Order, the borrowing by the Borrower of the full amount of the Facilities, as such order or orders may be 

extended, amended, supplemented or modified in a manner satisfactory to the Administrative Agent. 

“Final Order Entry Date”: the date that the Final Order is entered by the Bankruptcy Court in the 

Cases. 

“Financing Orders”: collectively, the Interim Order and the Final Order. 

“First Day Orders”: all orders entered or to be entered by the Bankruptcy Court based on the 

motions identified on Schedule 1.1C hereto. 

“Flood Hazard Property”: any improved real property that is in an area designated by the Federal 

Emergency Management Agency as having special flood hazards. 

“Foreign Lender”: a Lender or an Issuing Lender that is not a U.S. Person. 

“FPA”: the Federal Power Act, as amended, and the rules and regulations promulgated 

thereunder. 

“Fronting Arranger”: JPMorgan Chase Bank, N.A. 

“Fronting Exposure”: at any time there is a Defaulting Lender, such Defaulting Lender’s 

Percentage of L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s 

participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with 

the terms hereof. 

“Full Availability Date”: the first Borrowing Date (as set forth in a notice of borrowing for Initial 

Term Loans) on which the conditions precedent set forth in Sections 5.2 and 5.3 have been satisfied or 

waived, which such Borrowing Date shall in no event be later than the fifth Business Day following the 

Final Order Entry Date. 

“Funding Office”: the office of the Administrative Agent specified in Section 10.2(a) or such 

other office as may be specified from time to time by the Administrative Agent as its funding office by 

written notice to the Borrower and the Lenders. 

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“GAAP”: generally accepted accounting principles in the United States as in effect from time to 

time, except as noted below or in Section 1.2(g). In the event that any “Change in Accounting Principles” 

(as defined below) shall occur and such change results in a change in the method of calculation of 

financial standards or terms in this Agreement, then, upon the request of the Borrower or the Required 

Lenders, the Borrower and the Administrative Agent agree to enter into negotiations in order to amend 

such provisions of this Agreement so as to reflect equitably such Change in Accounting Principles with 

the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after 

such Change in Accounting Principles as if such Change in Accounting Principles had not been made. 

Until such time as such an amendment shall have been executed and delivered by the Borrower, the 

Administrative Agent and the Required Lenders, all financial standards or terms in this Agreement shall 

continue to be calculated or construed as if such Change in Accounting Principles had not occurred. 

“Change in Accounting Principles” refers to changes in accounting principles required by the 

promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards 

Board of the American Institute of Certified Public Accountants or any successor thereto, the SEC or, if 

applicable, the Public Company Accounting Oversight Board. 

“Governmental Authority”: any nation or government, any state or other political subdivision 

thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity 

exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to 

government, any securities exchange and any self-regulatory organization (including the National 

Association of Insurance Commissioners and supra-national bodies such as the European Union or the 

European Central Bank). 

“Guarantee”: as to any Person (the “guaranteeing person”), any obligation, including a 

reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees any 

Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person 

(the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the 

guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any 

property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the 

purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of 

the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to 

purchase property, securities or services primarily for the purpose of assuring the owner of any such 

primary obligation of the ability of the primary obligor to make payment of such primary obligation, 

(iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect 

thereof or (v) to reimburse or indemnify an issuer of a letter of credit, surety bond or guarantee issued by 

such issuer in respect of primary obligations of a primary obligor other than the Borrower or any 

Significant Subsidiary; provided, however, that the term Guarantee shall not include endorsements of 

instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee of 

any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or 

determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the 

maximum amount for which such guaranteeing person may be liable pursuant to the terms of the 

instrument embodying such Guarantee, unless such primary obligation and the maximum amount for 

which such guaranteeing person may be liable are not stated or determinable, in which case the amount of 

such Guarantee shall be such guaranteeing person’s reasonably anticipated liability in respect thereof as 

determined by the Borrower in good faith. 

“Guaranteed Obligations”: as defined in Section 12.1(a). 

“Guarantor Joinder”: as defined in Section 12.6. 

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“Guarantors”: PCG, together with any Subsidiary of PCG or the Borrower that, on or after the 

Closing Date, executes a Guarantor Joinder. 

“Guaranty”: the guaranty in Section 12. 

“Incremental Amendment”: as defined in Section 2.3(f). 

“Incremental Amount”: at any time, the excess, if any, of (i) $4,000,000,000 over (ii) the 

aggregate amount of all Incremental Commitments established prior to such time pursuant to Section 2.3 

(giving effect to the effectiveness of any proposed Incremental Facility (including any unused amount 

thereof, in the case of any proposed Incremental Revolving Commitment Increase)). 

“Incremental Commitments”: Incremental Revolving Commitment Increases and Incremental 

Term Loan Commitments. 

“Incremental Effective Date”: as defined in Section 2.3(e). 

“Incremental Facilities”: as defined in Section 2.3(a). 

“Incremental Revolving Commitment Increase”: as defined in Section 2.3(a). 

“Incremental Term Loan Commitment”: the commitment of any lender to make Incremental 

Term Loans pursuant to Section 2.3. 

“Incremental Term Loans”: as defined in Section 2.3(a). 

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such 

Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property 

or services (other than trade payables, including under energy procurement and transportation contracts, 

incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by 

notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any 

conditional sale or other title retention agreement with respect to property acquired by such Person (even 

though the rights and remedies of the seller or lender under such agreement in the event of default are 

limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all 

obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of 

acceptances, letters of credit, surety bonds or similar arrangements (other than reimbursement obligations, 

which are not due and payable on such date, in respect of documentary letters of credit issued to provide 

for the payment of goods and services in the ordinary course of business), (g) the liquidation value of all 

mandatorily redeemable preferred Capital Stock of such Person, (h) all Guarantees of such Person in 

respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind 

referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an 

existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and 

contract rights) owned by such Person, whether or not such Person has assumed or become liable for the 

payment of such obligation (provided, that if such Person is not liable for such obligation, the amount of 

such Person’s Indebtedness with respect thereto shall be deemed to be the lesser of the stated amount of 

such obligation and the value of the property subject to such Lien), and (j) for the purposes of Section 8(e) 

only, all obligations of such Person in respect of Swap Agreements, provided that Indebtedness as used in 

this Agreement shall exclude any Non-Recourse Debt. The Indebtedness of any Person shall include the 

Indebtedness of any other entity (including any partnership in which such Person is a general partner) to 

the extent such Person is liable therefor as a result of such Person’s ownership interest in or other 

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relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that 

such Person is not liable therefor. 

“Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any 

payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to 

the extent not otherwise described in (a), Other Taxes. 

“Initial Term Loan Commitment”: as to any Lender, the obligation of such Lender, if any, to 

make Initial Term Loans in an aggregate principal amount not to exceed the amount set forth under the 

heading “Initial Term Loan Commitment” opposite such Lender’s name on Schedule 1.1A or in the 

Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be 

changed from time to time pursuant to the terms hereof (including, for the avoidance of doubt, to reflect 

the Fronting Arranger’s funding of the full amount of the Initial Term Loan Commitment on behalf of the 

other Lenders with Initial Term Loan Commitments). The aggregate amount of the Initial Term Loan 

Commitments on the Closing Date is $1,500,000,000. 

“Initial Term Loans”: as defined in Section 2.1(a). Upon funding of any Delayed Draw Term 

Loans, such Delayed Draw Term Loans shall be deemed to be Initial Term Loans for all purposes 

hereunder. 

“Interest Payment Date”: (a) as to any ABR Loan, the last Business Day of each calendar month 

to occur while such Loan is outstanding, the date of any repayment or prepayment made in respect thereof 

and the final maturity date of such Loan and (b) as to any Eurodollar Loan, the last Business Day of each 

calendar month to occur while such Loan is outstanding, the last day of the applicable Interest Period, the 

date of any repayment or prepayment made in respect thereof and the final maturity date of such Loan. 

“Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the 

borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, 

two, three or six or (if agreed to by all Lenders of the relevant Class of Loans) twelve months thereafter, 

as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given 

with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding 

Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if agreed to by all 

Lenders of the relevant Class of Loans) twelve months thereafter, as selected by the Borrower by 

irrevocable notice to the Administrative Agent not later than 12:00 Noon, New York City time, on the 

date that is three Business Days prior to the last day of the then current Interest Period with respect 

thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the 

following: 

(i) if any Interest Period would otherwise end on a day that is not a Business 

Day, such Interest Period shall be extended to the next succeeding Business Day unless the result 

of such extension would be to carry such Interest Period into another calendar month in which 

event such Interest Period shall end on the immediately preceding Business Day; 

(ii) the Borrower may not select an Interest Period that would extend beyond the 

Termination Date; 

(iii) any Interest Period that begins on the last Business Day of a calendar month 

(or on a day for which there is no numerically corresponding day in the calendar month at the end 

of such Interest Period) shall end on the last Business Day of a calendar month; and 

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(iv) the Borrower shall select Interest Periods so as not to require a payment or 

prepayment of any Eurodollar Loan during an Interest Period for such Loan. 

“Interim Availability Amount”: $1,500,000,000 (or such lesser amount as the Bankruptcy Court 

may approve in the Interim Order). 

“Interim L/C Availability Amount”: $750,000,000 (or, to the extent that the Interim Availability 

Amount is less than $750,000,000, the Interim Availability Amount). 

“Interim Order”: an interim order of the Bankruptcy Court, in form and substance substantially 

similar to the form attached as Exhibit C, entered in the Cases after an interim hearing on a motion by the 

Debtors, that is in form and substance reasonably satisfactory to the Administrative Agent, as such order 

may be extended, amended, supplemented or modified in a form and manner reasonably satisfactory to 

the Administrative Agent. 

“Interim Order Entry Date”: the date that the Interim Order is entered by the Bankruptcy Court in 

the Cases. 

“Investment”: as defined in Section 7.4. 

“IRS”: the United States Internal Revenue Service. 

“ISP”: the “International Standby Practices 1998” published by the Institute of International 

Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuing Lender”: (a) JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, 

Citibank, N.A., BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Bank USA, 

MUFG Union Bank, N.A. and Wells Fargo Bank, National Association, and (b) any other Revolving 

Lender selected by the Borrower as an Issuing Lender with the consent of such Lender and the 

Administrative Agent (in the case of the Administrative Agent, such consent not to be unreasonably 

withheld, conditioned or delayed). The Borrower may, at any time upon giving at least 10 days’ prior 

written notice thereof to the Revolving Lenders and the Administrative Agent, remove any Issuing 

Lender, provided that no Letters of Credit issued by such Issuing Lender are outstanding or the Borrower 

terminates or Cash Collateralizes any Letters of Credit issued by such Issuing Lender on or prior to such 

removal. An Issuing Lender may issue Letters of Credit through one or more of its Affiliates, in which 

case such Issuing Lender and any such Affiliates shall be deemed to be, collectively, a single Issuing 

Lender. 

“Junior/Prepetition Obligations”: as defined in Section 7.9(b).

“knowledge of the Borrower”: actual knowledge of any Responsible Officer of the Borrower. 

“L/C Commitment”: with respect to each Issuing Lender, the commitment of such Issuing 

Lender hereunder to make Letters of Credit available to the Borrower in the amount set forth opposite its 

name on Schedule 1.1A hereto (provided that prior to the Full Availability Date, each Issuing Lender 

shall only be required to make Letters of Credit available to the Borrower up to the amount set forth 

opposite its name on Schedule 1.1B hereto). The aggregate amount of the L/C Commitments on the 

Closing Date is $1,500,000,000. 

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“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn 

and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings 

under issued Letters of Credit that have not then been reimbursed pursuant to Section 3.5. 

“L/C Participants”: in respect of any Letter of Credit, the collective reference to all Revolving 

Lenders other than the Issuing Lender that issued such Letter of Credit. 

“Lenders”: as defined in the preamble hereto. 

“Letters of Credit”: as defined in Section 3.1. 

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, 

lien (statutory or other), charge or other security interest or any preference, priority or other security 

agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or 

other title retention agreement and any Capital Lease Obligation having substantially the same economic 

effect as any of the foregoing). 

“Loan”: any loan made by any Lender pursuant to this Agreement, including Revolving Loans, 

Initial Term Loans and Incremental Term Loans. 

“Loan Documents”: this Agreement, the Security Documents, the Notes and the Applications 

and, in each case, any amendment, waiver, supplement or other modification to any of the foregoing. 

“Loan Parties”: collectively, the Borrower and the Guarantors.

“Material Adverse Effect”: (a) a change in the business, property, operations or financial 

condition of PCG and its Subsidiaries, taken as a whole (in each case, other than as customarily occurs as 

a result of events leading up to and following the commencement of a proceeding under chapter 11 of the 

Bankruptcy Code and the commencement of the Cases) that could reasonably be expected to materially 

and adversely affect the ability of the Loan Parties, taken as a whole, to perform their payment obligations 

under the Loan Documents to which they are a party or (b) a material adverse effect on (i) the validity or 

enforceability of this Agreement or any of the other Loan Documents or (ii) the rights and remedies of the 

Administrative Agent, the Collateral Agent or the Lenders under this Agreement or any other Loan 

Document. 

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any 

fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined 

or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls 

and urea-formaldehyde insulation. 

“Moody’s”: Moody’s Investors Service, Inc. 

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of 

ERISA. 

“Net Proceeds”: with respect to any event, including any Prepayment Event, (a) the cash 

proceeds received in respect of such event, including any cash received in respect of noncash proceeds, 

but only as and when received, net of (b) the sum, without duplication, of (i) all reasonable fees and outof-pocket expenses paid in connection with such event by PCG and its Subsidiaries to Persons that are not 

Affiliates of PCG or any of its Subsidiaries, (ii) in the case of any Disposition, the amount of all payments 

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required to be made by PCG and its Subsidiaries (other than to any Affiliate of PCG or any of its 

Subsidiaries) as a result of such event to repay Indebtedness (other than Loans) secured by such asset and 

(iii) the amount of all Taxes paid (or reasonably estimated to be payable) by PCG and its Subsidiaries, 

and the amount of any reserves established by PCG and its Subsidiaries in accordance with GAAP to fund 

purchase price adjustment, indemnification and similar contingent liabilities reasonably estimated to be 

payable, in each case during the year that such event occurred or the next succeeding year and that are 

directly attributable to the occurrence of such event (as reasonably determined in good faith by a 

Responsible Officer). For purposes of this definition, in the event any contingent liability reserve 

established with respect to any event, including any Prepayment Event, as described in clause (b)(iii) 

above shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as 

a result of a payment having been made in respect of the contingent liabilities with respect to which such 

reserve has been established, be deemed to be receipt, on the date of such reduction, of cash proceeds in 

respect of such event. 

“Netting Agreement”: in respect of obligations under a Swap Agreement or Permitted 

Agreement, a netting agreement, master netting agreement or other similar document having the same 

effect as a netting agreement or master netting agreement and, as applicable, any collateral annex, security 

agreement or other similar document related thereto. 

“New Lender”: at any time, any Person (other than any such Person that is a Lender at such time) 

that agrees to provide any portion of an Incremental Facility pursuant to an Incremental Amendment in 

accordance with Section 2.3. 

“New York UCC”: the Uniform Commercial Code as in effect in the State of New York from 

time to time. 

“Non-Extension Notice Date”: as defined in Section 3.2. 

“Non-Recourse Debt”: Indebtedness of the Borrower or any of its Significant Subsidiaries that is 

incurred in connection with the acquisition, construction, sale, transfer or other disposition of specific 

assets, to the extent recourse, whether contractual or as a matter of law, for non-payment of such 

Indebtedness is limited (a) to such assets, or (b) if such assets are (or are to be) held by a Subsidiary 

formed solely for such purpose, to such Subsidiary or the Capital Stock of such Subsidiary. 

“Notes”: as defined in Section 2.12(f). 

“NYFRB”: the Federal Reserve Bank of New York. 

“NYFRB Rate”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such 

day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business 

Day, for the immediately preceding Business Day); provided that if none of such rates are published for 

any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal funds 

transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent 

from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the 

aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this 

Agreement. 

“Obligations”: (a) the unpaid principal of and interest and premiums (if any) on (including, 

without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and 

interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, 

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reorganization or like proceeding, relating to any Loan Party (including the Cases), whether or not a claim 

for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement 

Obligations and all other obligations and liabilities of the Loan Parties to the Administrative Agent or to 

any Issuing Lender or to any Lender, whether direct or indirect, absolute or contingent, due or to become 

due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this 

Agreement, any other Loan Document or any other document made, delivered or given in connection 

herewith or therewith, including any fee letters, whether on account of principal, interest, reimbursement 

obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and 

disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by any 

Loan Party pursuant hereto) or otherwise and (b) the Cash Management Obligations. 

“OECD”: the countries constituting the “Contracting Parties” to the Convention on the 

Organisation For Economic Co-operation and Development, as such term is defined in Article 4 of such 

Convention. 

“Ordinary Course Dispositions”: Dispositions permitted pursuant to Section 7.5, other than 

Section 7.5(e), Section 7.5(g), Section 7.5(i), Section 7.5(l), Section 7.5(r) and Section 7.5(s). 

“Other Connection Taxes”: with respect to any Recipient, Taxes imposed as a result of a present 

or former connection between such Recipient and the jurisdiction imposing such Tax (other than 

connections arising from such Recipient having executed, delivered, become a party to, performed its 

obligations under, received payments under, received or perfected a security interest under, engaged in 

any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any 

Loan or Loan Document). 

“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or 

similar Taxes that arise from any payment made under, from the execution, delivery, performance, 

enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise 

with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed 

with respect to an assignment (other than an assignment made pursuant to Section 2.17). 

“Overnight Bank Funding Rate”: for any day, the rate comprised of both overnight federal funds 

and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such 

composite rate shall be determined by the NYFRB as set forth on its public website from time to time, 

and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate 

(from and after such date as the NYFRB shall commence to publish such composite rate). 

“Participant”: as defined in Section 10.6(c). 

“Participant Register”: as defined in Section 10.6(c)(iii). 

“Participation Amount”: as defined in Section 3.4(b). 

“Patriot Act”: the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 

(signed into law March 9, 2009), as amended from time to time. 

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of 

Title IV of ERISA (or any successor). 

“PCG”: as defined in the preamble hereto. 

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“Percentage”: as to any Lender at any time, (a) with respect to the Initial Term Loan 

Commitments, the percentage which such Lender’s Initial Term Loan Commitment then constitutes of the 

aggregate Initial Term Loan Commitments of all Lenders, (b) with respect to the Delayed Draw Term 

Loan Commitments, the percentage which Lender’s Delayed Draw Term Loan Commitment then 

constitutes of the aggregate Delayed Draw Term Loan Commitments of all Lenders, (c) with respect to 

the Incremental Term Loan Commitments of any tranche of Incremental Term Loans, the percentage 

which such Lender’s Incremental Term Loan Commitment then constitutes of the aggregate Incremental 

Term Loan Commitments of all Lenders of such tranche and (d) with respect to the Revolving Credit 

Facility (including L/C Obligations and/or Obligations of L/C Participants), the percentage which such 

Lender’s Revolving Commitment then constitutes of the aggregate amount of Revolving Commitments 

or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which 

the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the 

aggregate principal amount of the Revolving Loans then outstanding, provided, that, in the event that the 

Revolving Loans are paid in full prior to the reduction to zero of the Total Extensions of Revolving 

Credit, the Percentages shall be determined in a manner designed to ensure that the other outstanding 

Extensions of Revolving Credit shall be held by the Lenders on a comparable basis. 

“Permitted Agreement”: as defined in Section 7.2(u). 

“Permitted Cash Equivalents”: 

(a) securities issued by the United States government or any agency or instrumentality of the 

United States government having maturities of not more than two (2) years from the date of acquisition; 

(b) certificates of deposit, time deposits, money market deposits and Eurodollar time deposits 

with maturities of two (2) years or less from the date of acquisition, bankers’ acceptances with maturities 

of two (2) years or less and overnight bank deposits, in each case with any domestic commercial bank 

having capital and surplus in excess of $500 million; 

(c) repurchase obligations with a term of not more than 180 days for underlying securities of 

the types described in clauses (a), (b) and (e) entered into with any financial institution meeting the 

qualifications specified in clause (b) above; 

(d) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and, in each case, 

maturing within twelve months after the date of acquisition; 

(e) securities issued or fully guaranteed by any state or commonwealth of the United States 

or by any political subdivision or taxing authority thereof, and rated at least Baa3 by Moody’s or BBB- by 

S&P and, in each case, maturing within two (2) years after the date of acquisition; 

(f) mutual funds whose investment guidelines restrict 90% of such funds’ investments to 

those satisfying the provisions of clauses (a) through (e) above; 

(g) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the 

Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) 

have portfolio assets of least $5,000 million; and 

(h) time deposit accounts, certificates of deposit and money market deposits in an aggregate 

face amount not in excess of 1/2 of 1% of the total assets of PCG and its Subsidiaries, on a consolidated 

basis, as of the end of PCG’s most recently completed fiscal year. 

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“Person”: an individual, partnership, corporation, limited liability company, business trust, joint 

stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of 

whatever nature. 

“Petition Date”: has the meaning assigned to that term in the first recital paragraph. 

“Plan”: at a particular time, any employee benefit plan that is covered by ERISA and in respect 

of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, 

would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of 

ERISA. 

“Platform”: as defined in Section 10.2(d). 

“Pledged Collateral”: as defined in Section 11.6. 

“Prepayment Event”: 

(a) any Disposition (other than any Ordinary Course Disposition), or any taking under power of 

condemnation, of any asset of PCG or any of its Subsidiaries to or by a Person other than any Loan Party 

to the extent such Disposition or taking, when taken together with all other such Dispositions (other than 

any Ordinary Course Dispositions) or takings made after the Closing Date, would result in aggregate Net 

Proceeds in excess of $4,000,000,000; or 

(b) the incurrence by PCG or any of its Subsidiaries of any Indebtedness, other than any 

Indebtedness permitted to be incurred by Section 7.1. 

“Projections”: as defined in Section 5.1(j). 

“Recipient”: the Administrative Agent, any Lender or any Issuing Lender. 

“Register”: as defined in Section 10.6(b). 

“Regulation U”: Regulation U of the Board as in effect from time to time. 

“Reimbursement Obligation”: the obligation of the Borrower to reimburse each Issuing Lender 

pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender. 

“Related Parties”: with respect to any Person, such Person’s Affiliates and the partners, directors, 

officers, employees, agents, trustees, administrators, managers, advisors and representatives of such 

Person and of such Person’s Affiliates. 

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those 

events as to which the thirty-day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 

or .35 of PBGC Reg. § 4043. 

“Repricing Transaction”: each of (a) the prepayment, repayment, substitution or replacement of 

all or a portion of the Initial Term Loans with the incurrence by any Loan Party of any senior secured 

term loans having a Yield that is less than the Yield applicable to the Initial Term Loans so prepaid, 

repaid, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement 

that would reduce the Yield applicable to the Initial Term Loans; provided that a primary purpose of such 

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prepayment, repayment, substitution, replacement, amendment, waiver or other modification was to 

reduce the Yield applicable to the Initial Term Loans. 

“Required Lenders”: at any time, Lenders having Extensions of Revolving Credit, Term Loans 

and unused Commitments representing more than 50% of the sum of the Total Extensions of Revolving 

Credit, aggregate outstanding Term Loans and aggregate unused Commitments at such time. The 

Extensions of Revolving Credit, Term Loans and unused Commitments of any Defaulting Lender shall be 

disregarded in determining Required Lenders at any time; provided that, any Participation Amount that 

such Defaulting Lender has failed to fund and that has not been reallocated to and funded by another 

Lender shall be deemed to be held by an Issuing Lender in making such determination. 

“Required Revolving Lenders”: at any time, Revolving Lenders having Extensions of Revolving 

Credit and unused Revolving Commitments representing more than 50% of the sum of the Total 

Extensions of Revolving Credit and aggregate unused Revolving Commitments at such time. The 

Extensions of Revolving Credit and unused Revolving Commitments of any Defaulting Lender shall be 

disregarded in determining Required Revolving Lenders at any time; provided that, any Participation 

Amount that such Defaulting Lender has failed to fund and that has not been reallocated to and funded by 

another Revolving Lender shall be deemed to be held by an Issuing Lender in making such determination. 

“Requirement of Law”: as to any Person, the Articles of Incorporation and By-Laws or other 

organizational or governing documents of such Person, and any law, treaty, rule or regulation or 

determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or 

binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Responsible Officer”: the chief executive officer, president, chief financial officer, treasurer or 

assistant treasurer of the Borrower, but in any event, with respect to financial matters, the chief financial 

officer, treasurer or assistant treasurer of the Borrower. 

“Restricted Payments”: as defined in Section 7.6. 

“Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make 

Revolving Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to 

exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on 

Schedule 1.1A or in the Assignment and Assumption or Incremental Amendment pursuant to which such 

Lender became a party hereto, as the same may be changed from time to time pursuant to the terms 

hereof. The aggregate amount of the Revolving Commitments on the Closing Date is $3,500,000,000. 

Unless the context shall otherwise require, the term “Revolving Commitment” shall include any 

Incremental Revolving Commitment Increase. 

“Revolving Commitment Period”: the period from and including the Closing Date to the 

Termination Date. 

“Revolving Credit Facility”: the facility providing for the Revolving Loans. 

“Revolving Credit Re-Allocation Date”: as defined in Section 2.3(g). 

“Revolving Lender”: each Lender with a Revolving Commitment; provided, that unless the 

context otherwise requires, each reference herein to the Revolving Lenders shall be deemed to include 

any Conduit Lender. 

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“Revolving Loans”: as defined in Section 2.1(a). 

“Revolving Unused Fee Rate”: a rate per annum equal to 0.375%.

“S&P”: Standard & Poor’s Ratings Services. 

“Scheduled Termination Date”: December 31, 2020, as may be extended pursuant to Section 

2.5(b). 

“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous 

Governmental Authority. 

“Secured Parties”: the Administrative Agent, the Collateral Agent, the Issuing Lenders, the 

Lenders, the Cash Management Banks and each sub-agent appointed pursuant to Section 9.2 by the 

Administrative Agent with respect to matters related to the Facilities or by the Collateral Agent with 

respect to matters related to any Security Document. 

“Security Documents”: (a) the Financing Orders, (b) the applicable provisions of this Agreement 

(including Section 11) and (c) any other agreement or document executed and delivered by a Loan Party 

that grants or purports to grant a Lien on any assets of the Loan Parties in favor of the Collateral Agent to 

secure the Obligations. The Security Documents (other than the Financing Orders) shall supplement, and 

shall not limit, the grant of a Lien on and security interest in the Collateral pursuant to the Financing 

Orders. 

“Senior Permitted Liens”: Liens described in clauses (a), (b), (c), (d), (e), (k), (m), (i), (n), (p), 

(q), (r), (s), (u) and (v) of Section 7.2, in each case that are required to be senior to the Obligations 

pursuant to applicable law or the contractual obligations (to the extent such contract and such requirement 

are entered into the ordinary course of business) pursuant to which such Lien arises. 

“Significant Subsidiary”: as defined in Article 1, Rule 1-02(w) of Regulation S-X of the 

Exchange Act as of the Closing Date, provided that notwithstanding the foregoing, no special purpose 

finance subsidiary shall constitute a Significant Subsidiary. Unless otherwise qualified, all references to a 

“Significant Subsidiary” or to “Significant Subsidiaries” in this Agreement shall refer to a Significant 

Subsidiary or Significant Subsidiaries of PCG. 

“Single Employer Plan”: a Plan that is governed by Title IV of ERISA but that is not a 

Multiemployer Plan. 

“Specified Exchange Act Filings”: the Borrower’s Form 10-K annual report for the year ended 

December 31, 2017 and each and all of the Form 10-Ks, Form 10-Qs and Form 8-Ks (and to the extent 

applicable proxy statements) filed by the Borrower or PCG with the SEC after December 31, 2017 and 

prior to the date of this Agreement. 

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other 

entity of which shares of stock or other ownership interests having ordinary voting power (other than 

stock or such other ownership interests having such power only by reason of the happening of a 

contingency) to elect a majority of the board of directors or other managers of such corporation, 

partnership or other entity are at the time owned, or the management of which is otherwise controlled, 

directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise 

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qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a 

Subsidiary or Subsidiaries of PCG. 

“Successor Cases”: has the meaning assigned to such term in the Interim Order, or upon entry of 

the Final Order, in the Final Order, as applicable. 

“Swap Agreement”: (a) any agreement with respect to any swap, forward, future or derivative 

transaction or option or similar agreement involving, or settled by reference to, one or more rates, 

currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing 

indices or measures of economic, financial or pricing risk or value or any similar transaction or any 

combination of these transactions and (b) any physical or financial commodity contract or agreement, 

power purchase or sale agreement, fuel purchase or sale agreement, environmental credit purchase or sale 

agreement, power transmission agreement, ancillary service agreement, commodity transportation 

agreement, fuel storage agreement, weather derivative, netting agreement (including a Netting 

Agreement), capacity agreement and commercial or trading agreement, each with respect to the purchase, 

sale or exchange of (or the option to purchase, sell or exchange), transmission, transportation, storage, 

distribution, processing, sale, lease or hedge of, any commodity, price or price indices for any such 

commodity or services or any other similar derivative agreements, and any other similar agreements; 

provided that no phantom stock or similar plan providing for payments only on account of services 

provided by current or former directors, officers, employees or consultants of the Borrower or any of its 

Subsidiaries shall be a “Swap Agreement”. 

“Syndication Agent”: Citibank, N.A., in its capacity as syndication agent. 

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings (including 

backup withholding), assessments, fees or other charges imposed by any Governmental Authority, 

including any interest, additions to tax or penalties applicable thereto. 

“Term Loan Facility”: the facility providing for the Term Loans. 

“Term Loans”: the Initial Term Loans, the Delayed Draw Term Loans and the Incremental Term 

Loans, collectively. 

“Termination Date”: the earliest to occur of (a) the Scheduled Termination Date, (b) the date that 

is five (5) Business Days after the Petition Date if the Interim Order Entry Date has not occurred by such 

date, (c) April 15, 2019, if the Final Order Entry Date has not occurred by such date, (d) the 

consummation of a sale of all or substantially all of the Debtors’ assets under Section 363 of the 

Bankruptcy Code, (e) the date of substantial consummation (as defined in Section 1101 of the Bankruptcy 

Code and which for purposes hereof shall be no earlier than the “effective date” thereof) of any Chapter 

11 Plan and (f) the acceleration of any Loans and the termination of any then-outstanding Commitments 

as a result of the occurrence and continuation of an Event of Default. 

“Total Available Revolving Commitments”: (a) prior to the Full Availability Date, an amount 

equal to (i) the Interim Availability Amount minus (ii) the aggregate principal amount of Total Extensions 

of Revolving Credit outstanding and (b) on or after the Full Availability Date, an amount equal to (i) the 

aggregate amount of the Revolving Commitments minus (ii) the Total Extensions of Revolving Credit. 

“Total Extensions of Revolving Credit”: at any time, the aggregate amount of the Extensions of 

Revolving Credit of all Revolving Lenders at such time. 

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“Transferee”: any Assignee or Participant. 

“Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan. 

“UCC”: the New York UCC; provided, however, that if by reason of mandatory provisions of 

law, the perfection, the effect of perfection or non-perfection or priority of a security interest is governed 

by the personal property security laws of any jurisdiction other than New York, “UCC” shall mean those 

personal property security laws as in effect in such other jurisdiction for the purposes of the provisions 

hereof relating to such perfection or priority and for the definitions related to such provisions. 

“United States”: the United States of America. 

“U.S. Person”: any Person that is a “United States Person” as defined in Section 7701(a)(30) of 

the Code. 

“Variance Report”: as defined in Section 6.2(d). 

“Withdrawal Liability”: any liability to a Multiemployer Plan as a result of a complete or partial 

withdrawal by the Borrower or any Commonly Controlled Entity from such Multiemployer Plan, as such 

terms are defined in Title IV of ERISA. 

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the 

write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In 

Legislation for the applicable EEA Member Country, which write-down and conversion powers are 

described in the EU Bail-In Legislation Schedule. 

“Yield”: as to any Indebtedness, the effective yield on such Indebtedness in the reasonable 

determination of the Administrative Agent in consultation with the Borrower and consistent with 

generally accepted financial practices, taking into account the applicable interest rate margins, any 

interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso 

below), or similar devices and all fees, including upfront or similar fees or original issue discount 

(amortized over the shorter of (i) the remaining weighted average life to maturity of such Indebtedness 

and (ii) the three years following the date of incurrence thereof) payable generally to Lenders or other 

institutions providing such Indebtedness in connection with the initial primary syndication thereof, but 

excluding any arrangement, structuring, ticking or other similar fees payable in connection therewith that 

are not generally shared with the relevant Lenders and, if applicable, consent fees for an amendment paid 

generally to consenting Lenders; provided that with respect to any Indebtedness that includes a 

“Eurodollar Floor” or an “ABR floor”, (a) to the extent that the Eurodollar Rate (with an Interest Period 

of three months) or ABR (without giving effect to any floors in such definitions), as applicable, on the 

date that the Yield is being calculated is less than such floor, the amount of such difference shall be 

deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Yield 

and (b) to the extent that the Eurodollar Rate (with an Interest Period of three months) or ABR (without 

giving effect to any floors in such definitions), as applicable, on the date that the Yield is being calculated 

is greater than such floor, then the floor shall be disregarded in calculating the Yield. Any determination 

by the Administrative Agent in consultation with the Borrower and consistent with generally accepted 

financial practices of the Yield of any Indebtedness shall be conclusive and binding on all Lenders, and 

the Administrative Agent shall have no liability to any Person with respect to such determination absent 

gross negligence or willful misconduct. 

1.2 Other Definitional Provisions and Interpretative Provisions. 

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(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined 

meanings when used in the other Loan Documents or any certificate or other document made or delivered 

pursuant hereto or thereto. 

(b) As used herein and, except as otherwise provided therein, in the other Loan Documents, and 

any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms 

relating to the Borrower and its Significant Subsidiaries defined in Section 1.1 and accounting terms 

partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them 

under GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the 

phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume 

or become liable in respect of (and the words “incurred” and “incurrence” shall have correlative 

meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect 

and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, 

securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or 

other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or 

Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. 

(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this 

Agreement, shall refer to this Agreement as a whole and not to any particular provision of this 

Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise 

specified. 

(d) The meanings given to terms defined herein shall be equally applicable to both the singular 

and plural forms of such terms. 

(e) The Borrower shall not be required to perform, nor shall it be required to guarantee the 

performance of, any of the affirmative covenants set forth in Section 6 that apply to any of its Significant 

Subsidiaries nor shall any of the Borrower’s Significant Subsidiaries be required to perform, nor shall any 

of such Significant Subsidiaries be required to guarantee the performance of, any of the Borrower’s 

affirmative covenants set forth in Section 6 or any of the affirmative covenants set forth in Section 6 that 

apply to any other Significant Subsidiary; provided, that nothing in this Section 1.2(e) shall prevent the 

occurrence of a Default or an Event of Default arising out of the Borrower’s failure to cause any 

Significant Subsidiary to comply with the provisions of this Agreement applicable to such Significant 

Subsidiary. 

(f) For the purposes of this Agreement, Loans and Borrowings may be classified and referred to 

by Class (e.g., a “Revolving Loan” or a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Loan” or 

“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Loan” or “Eurodollar 

Revolving Borrowing”). 

(g) Notwithstanding any other provision contained herein, all terms of an accounting or financial 

nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall 

be made, without giving effect to any change in accounting for leases pursuant to GAAP resulting from 

the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to 

the extent such adoption would require treating any lease (or similar arrangement conveying the right to 

use) as a capital lease where such lease (or similar arrangement) would not have been required to be so 

treated under GAAP as in effect on December 31, 2015. 

(h) The following capitalized terms have the meaning ascribed to them in the New York UCC: 

“Accounts”, “Chattel Paper”, “Deposit Accounts”, “Documents”, “Equipment”, “General Intangibles”, 

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“Instruments”, “Inventory”, “Goods”, “Investment Property”, “Letter-of-Credit Rights”, “Commercial 

Tort Claims”, “Fixtures” and “Proceeds”. 

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 

2.1 Commitments. 

(a) Term Loans. 

(i) Subject to the terms and conditions hereof, each Lender having an Initial Term 

Loan Commitment severally agrees to make a term loan in Dollars (each, an “Initial Term Loan” 

and, collectively the “Initial Term Loans”) to the Borrower on the Full Availability Date, in an 

amount requested by the Borrower not to exceed for any such Lender, the Initial Term Loan 

Commitment of such Lender. 

(ii) Each Lender’s Initial Term Loan Commitment shall be terminated (A) upon the 

making of such Lender’s Initial Term Loan on the Full Availability Date in accordance with 

Section 2.1(a)(i), (B) with respect to each Lender that is not a Defaulting Lender, upon the 

funding of the Initial Term Loans by such Lender on the Full Availability Date in an aggregate 

amount less than the full amount of such Lender’s Initial Term Loan Commitment or (C) at the 

close of business on the date that is five Business Days after the Final Order Entry Date if the Full 

Availability Date shall not have occurred. 

(iii) Subject to the terms and conditions hereof, each Lender having a Delayed Draw 

Term Loan Commitment severally agrees to make term loans in Dollars (“Delayed Draw Term 

Loans”) to the Borrower from time to time (but not more than three times) during the Delayed 

Draw Commitment Period in such amounts requested by the Borrower not to exceed, in the 

aggregate, such Lender’s Delayed Draw Term Loan Commitment. The aggregate amount of 

Delayed Draw Term Loans requested and borrowed from all Lenders on any Borrowing Date 

must be no less than $100,000,000 (or, if less, the remainder of the aggregate unused Delayed 

Draw Term Loan Commitments). 

(iv) Each Lender’s Delayed Draw Term Loan Commitment shall be (A) reduced on a 

dollar-for-dollar basis by the aggregate principal amount of any Delayed Draw Term Loans made 

by such Lender on or after the Full Availability Date in accordance with Section 2.1(a)(iii), (B) 

terminated upon the end of the Delayed Draw Commitment Period, (C) terminated upon the 

Borrower failing to borrow the full amount of the aggregate Initial Term Loan Commitments on 

the date of initial Borrowing of Initial Term Loans (other than in respect of the Initial Term Loan 

Commitments of any Defaulting Lenders) or (D) terminated at the close of business on the date 

that is five Business Days after the Final Order Entry Date if the Full Availability Date shall not 

have occurred. 

(v) The Term Loans may be repaid or prepaid in accordance with the provisions 

hereof, but once repaid or prepaid may not be reborrowed. The Term Loans may from time to 

time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the 

Administrative Agent in accordance with Sections 2.2 and 2.7. All Initial Term Loans and 

Delayed Draw Term Loans funded on or after the Full Availability Date will be of the same Type 

and, in the case of Eurodollar Loans, have the same Interest Periods and Eurodollar Rate as all 

other Eurodollar Initial Term Loans then outstanding (on a ratable basis if there is more than one 

Borrowing of Initial Term Loans then outstanding); provided that the initial Interest Period of any 

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such Delayed Draw Term Loans that are Eurodollar Loans and funded after the Full Availability 

Date shall commence on the date funded and shall end on the last day of the then-current Interest 

Period for all Eurodollar Initial Term Loans then outstanding (on a ratable basis if there is more 

than one Borrowing of Eurodollar Initial Term Loans then outstanding). 

(vi) The Borrower shall repay all outstanding Term Loans on the Termination Date. 

(b) Revolving Loans. 

(i) Subject to the terms and conditions hereof, each Lender having a Revolving 

Commitment severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to 

the Borrower from time to time during the Revolving Commitment Period in an aggregate 

principal amount at any one time outstanding which, when added to such Lender’s Percentage of 

the L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving 

Commitment; provided that, after giving effect to the Revolving Loans requested to be made, the 

Total Available Revolving Commitments shall not be less than zero; provided, further, that after 

the Full Availability Date, the Borrower shall not be permitted to make additional borrowings of 

Revolving Loans pursuant to this Section 2.1(b) until and unless the Delayed Draw Term Loan 

Commitments shall have been reduced to zero. During the Revolving Commitment Period, the 

Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in 

whole or in part, and reborrowing, all in accordance with the terms and conditions hereof; 

provided, however, that prior to the Full Availability Date the Borrower may not repay any 

outstanding Revolving Loans, in whole or in part. The Revolving Loans may from time to time 

be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the 

Administrative Agent in accordance with Sections 2.2 and 2.7. 

(ii) The Borrower shall repay all outstanding Revolving Loans, and the Revolving 

Commitments shall terminate, on the Termination Date. 

2.2 Procedures for Term Loan and Revolving Loan Borrowing. The Borrower may borrow (x) 

under the Initial Term Loan Commitments on the Full Availability Date in accordance with Section 

2.1(a), (y) under the Delayed Draw Term Loan Commitments during the Delayed Draw Commitment 

Period on any Business Day and (z) under the Revolving Commitments during the Revolving 

Commitment Period on any Business Day, provided that, in each case, the Borrower shall give the 

Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent, 

unless otherwise agreed by the Administrative Agent, (a) with respect to Borrowings of the Initial Term 

Loans and the Delayed Draw Term Loans, prior to 12:00 Noon, New York City time, three Business 

Days prior to the requested Borrowing Date, and (b) with respect to Borrowings of Revolving Loans, (x) 

in the case of Eurodollar Loans, prior to 12:00 Noon, New York City time, three Business Days prior to 

the requested Borrowing Date, or (y) in the case of ABR Loans, prior to 1:00 P.M., New York City time, 

on the requested Borrowing Date) specifying (i) the amount, Class and Type of Loans to be borrowed, 

(ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each 

such Type of Loan and the respective lengths of the initial Interest Period therefor. Each Borrowing 

under the Initial Term Loan Commitments, the Delayed Draw Term Loan Commitments or the Revolving 

Commitments, as applicable, shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 

in excess thereof (or, if the then aggregate Initial Term Loan Commitments, aggregate Delayed Draw 

Term Loan Commitments or Total Available Revolving Commitments, as applicable, are less than 

$1,000,000, such lesser amount). Upon receipt of any such notice from the Borrower, the Administrative 

Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share 

of each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding 

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Office prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in 

funds immediately available to the Administrative Agent. Each such Borrowing will then be made 

available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books 

of such office with the aggregate of the amounts made available to the Administrative Agent by the 

Lenders and in like funds as received by the Administrative Agent. 

2.3 Incremental Facilities. 

(a) The Borrower may, at any time or from time to time after the Full Availability Date, by 

written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a 

copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental 

Term Loans”) or (ii) one or more increases in the aggregate amount of Revolving Commitments (each 

such increase, an “Incremental Revolving Commitment Increase”; together with the Incremental Term 

Loans, the “Incremental Facilities”) not to exceed the Incremental Amount available at any time any such 

Incremental Facility is funded or established, provided that both at the time of any such request and after 

giving effect to the effectiveness of any Incremental Amendment referred to below, no Default or Event 

of Default shall exist. 

(b) Each tranche of Incremental Term Loans and each Incremental Revolving Commitment 

Increase shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such 

amount may be less than $10,000,000 if such amount represents all remaining availability under the limit 

set forth in clause (c) below). 

(c) Any Incremental Term Loans (i) shall rank pari passu in right of payment and of security with 

the Revolving Loans and all other Term Loans, (ii) shall mature on the Termination Date, (iii) shall have 

interest rates, interest margins, rate floors, fees and funding discounts determined by the Borrower and the 

Lenders thereof and (iv) other than pursuant to clause (iii) and the following proviso, shall have the same 

terms and conditions as the other Term Loans; provided that with respect to any Incremental Term Loans 

incurred during the period commencing on the Closing Date and ending on the date that is 450 days after 

the Closing Date, if the Yield for Eurodollar Loans or ABR Loans in respect of such Incremental Term 

Loans exceeds the Yield for Eurodollar Loans or ABR Loans in respect of the Initial Term Loans by more 

than 0.50%, the Applicable Margin for Eurodollar Loans or ABR Loans in respect of the Initial Term 

Loans shall be adjusted so that the Yield in respect of the Initial Term Loans is equal to the Yield for 

Eurodollar Loans or ABR Loans in respect of the Incremental Term Loans minus 0.50%. 

(d) Incremental Revolving Commitment Increases shall be on the same terms as the Revolving 

Credit Facility. 

(e) Each notice from the Borrower pursuant to this Section 2.3 shall set forth (i) the date (each, 

an “Incremental Effective Date”) on which the Borrower proposes that the Incremental Facility shall be 

effective, which shall be a date not less than three Business Days after the date on which such notice is 

delivered to the Administrative Agent (or such shorter period approved by the Administrative Agent), (ii) 

the amount requested, (iii) the identity of each New Lender to whom the Borrower proposes any portion 

of such Incremental Facility be allocated and the amounts of such allocations and (iv) material proposed 

terms of the relevant Incremental Facility. Incremental Term Loans may be made, and Incremental 

Revolving Commitment Increases may be provided, by any existing Lender at its sole discretion (it being 

understood that (i) no existing Lender will have an obligation to provide any portion of any Incremental 

Facility and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to 

provide any portion of any Incremental Facility) or by a New Lender; provided that, with respect to any 

New Lender that is not an Affiliate of a Lender or an Approved Fund, the consent of the Administrative 

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Agent and the Issuing Lenders shall be required (such consents not to be unreasonably withheld) to the 

extent such consents would be required under Section 10.6. 

(f) Commitments in respect of Incremental Term Loans and Incremental Revolving Commitment 

Increases shall become Commitments (or in the case of an Incremental Revolving Commitment Increase 

to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Commitment) 

under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, 

as appropriate, the other Loan Documents, executed by the Borrower, each Lender or New Lender 

agreeing to provide such Commitment and the Administrative Agent (notwithstanding any provision to 

the contrary contained herein). The Incremental Amendment may, without the consent of any other 

Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, 

in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this 

Section 2.3 (notwithstanding any provision to the contrary in Section 10.1 of this Agreement). The 

effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of the 

conditions in Section 5.2 and such other conditions as the parties thereto shall agree. The Borrower may 

use the proceeds of the Incremental Term Loans and Incremental Revolving Commitment Increases for 

any purpose not prohibited by this Agreement. 

(g) In the event of any Incremental Revolving Commitment Increase, additional Revolving 

Loans made on or after the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be 

made pro rata based on the Percentages in respect of the Revolving Credit Facility in effect on and after 

such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would 

result in any Lender making Extensions of Revolving Credit in excess of its Revolving Commitment, in 

which case such excess amount will be allocated to, and made by, New Lenders with new Revolving 

Commitments and/or Lenders with increased Revolving Commitments to the extent of, and pro rata

based on, their respective Revolving Commitments otherwise available for Extensions of Revolving 

Credit), and continuations of Eurodollar Revolving Loans outstanding on such Revolving Credit ReAllocation Date shall be effected by repayment of such Eurodollar Revolving Loans on the last day of the 

Interest Period applicable thereto and the making of new Eurodollar Revolving Loans pro rata based on 

such new Percentages in respect of the Revolving Credit Facility. In the event that on any such 

Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Revolving Loans, the 

Borrower shall make prepayments thereof and borrowings of ABR Revolving Loans so that, after giving 

effect thereto, the ABR Revolving Loans outstanding are held pro rata based on such new Percentages in 

respect of the Revolving Credit Facility. In the event that on any such Revolving Credit Re-Allocation 

Date there is an unpaid principal amount of Eurodollar Revolving Loans, such Eurodollar Revolving 

Loans shall remain outstanding with the respective holders thereof until the expiration of their respective 

Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable 

provisions of this Agreement), and interest on and repayments of such Eurodollar Revolving Loans will 

be paid thereon to the respective Lenders holding such Eurodollar Revolving Loans pro rata based on the 

respective principal amounts thereof outstanding. 

(h) The Administrative Agent shall have received on or prior to the Incremental Effective Date, 

for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower covering substantially the 

same matters, to the extent appropriate, as the opinion rendered by counsel to the Borrower on the 

Closing Date and (ii) certified copies of resolutions of the board of directors of the Borrower authorizing 

the Borrower to borrow under the Incremental Facility. 

2.4 Fees 

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(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving 

Lender (other than a Defaulting Lender) an unused fee for the period from and including the Closing Date 

to the last day of the Revolving Commitment Period, computed at the Revolving Unused Fee Rate on the 

average daily unused Revolving Commitment of such Revolving Lender during the period for which 

payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such 

date to occur after the Closing Date. 

(b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender 

having a Delayed Draw Term Loan Commitment (other than a Defaulting Lender) an unused fee for the 

period from and including the Allocation Date to the last day of the Delayed Draw Commitment Period, 

computed at the Delayed Draw Unused Fee Rate on the outstanding Delayed Draw Term Loan 

Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on 

each Fee Payment Date, commencing on the first such date to occur after the Allocation Date. 

(c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the 

dates as set forth in any written, duly executed fee agreements with the Administrative Agent and to 

perform any other obligations contained therein. 

2.5 Termination or Reduction of Commitments; Extension of Termination Date. 

(a) The Borrower shall have the right, upon not less than three Business Days’ notice to the 

Administrative Agent, to terminate the Commitments of any Class or, from time to time, to reduce the 

amount of the Commitments of any Class; provided that no such termination or reduction of Revolving 

Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving 

Loans made on the effective date thereof, the Total Extensions of Revolving Credit would exceed the 

aggregate amount of Revolving Commitments. Any such reduction shall be in an amount equal to 

$1,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect. 

Any reduction of Commitments of any Class shall be made pro rata among the applicable Lenders of 

such Class. 

(b) The Borrower may elect to extend the Scheduled Termination Date from December 31, 2020 

to a date that is no later than December 31, 2021 (the “Facility Extension Option”), and the Scheduled 

Termination Date shall be so extended upon the satisfaction (or waiver, in writing by the Required 

Lenders) of the following conditions precedent: 

(i) the Borrower shall have provided written notice to the Administrative Agent not 

less than 30 days and not more than 180 days prior to December 31, 2020 of its intention to 

exercise the Facility Extension Option; 

(ii) the Borrower shall have paid, or caused to be paid, an extension fee in the 

amount of 0.25% of the then outstanding Loans, L/C Obligations and unused Commitments on 

December 31, 2020 to the Administrative Agent, for distribution to the Lenders on a pro rata 

basis based on the respective Loans and unused Commitments held by each Lender; and 

(iii) as of December 31, 2020, no Default or Event of Default shall have occurred and 

be continuing. 

If the Scheduled Termination Date shall have been extended in accordance with this Section, all 

references herein to the “Scheduled Termination Date” shall refer to the Scheduled Termination Date as 

so extended. 

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2.6 Prepayments. 

(a) Voluntary Prepayments. The Borrower may from time to time following the Full Availability 

Date prepay the Loans, in whole or in part, without premium or penalty (subject, in the case of 

prepayments of Initial Term Loans, to Section 2.6(c) and, in the case of prepayments of any Eurodollar 

Loans, to Section 2.15), upon irrevocable notice delivered to the Administrative Agent no later than 

(unless a shorter period is otherwise agreed by the Administrative Agent) 12:00 Noon, New York City 

time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than (unless a 

shorter period is otherwise agreed by the Administrative Agent) 12:00 Noon, New York City time, one 

Business Day prior thereto, in the case of ABR Loans, which notice shall specify whether the Loans being 

prepaid are Revolving Loans or Term Loans, the date and amount of prepayment and whether the 

prepayment is of Eurodollar Loans or ABR Loans (and, in the case of Eurodollar Loans, the specific 

Borrowing(s) that are to be prepaid); provided that any such notice may state that it is conditioned upon 

the occurrence of one or more events specified therein, in which case such notice may be revoked by the 

Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such 

condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify 

each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due 

and payable on the date specified therein, together with accrued interest to such date on the amount 

prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole 

multiple of $500,000 in excess thereof. Any such prepayment shall be made by the Borrower pro rata

among the applicable Lenders of the applicable Borrowing(s). 

(b) Mandatory Prepayments. 

(i) In the event and on each occasion that any Net Proceeds are received by or on 

behalf of PCG or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, 

within three Business Days after such Net Proceeds are received, prepay Term Loans in an 

amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) 

of the definition of the term “Prepayment Event”, if the Borrower shall, prior to the date of the 

required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer to 

the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion 

thereof specified in such certificate) to be applied within 180 days after receipt of such Net 

Proceeds to make capital expenditures useful to the business of PCG or any of its Subsidiaries or 

to acquire real property, equipment or other tangible assets to be used in the business of PCG or 

any of its Subsidiaries and certifying that no Default has occurred and is continuing, then no 

prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such 

event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to 

the extent of any such Net Proceeds that have not been so applied by the end of such 180-day 

period (or within a period of 180 days thereafter if by the end of such initial 180-day period PCG 

or one or more of its Subsidiaries shall have entered into an agreement with a third party to make 

such capital expenditures or to acquire such real property, equipment or other tangible assets with 

such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net 

Proceeds that have not been so applied; provided, further that, in the case of any event described 

in clause (a) of the definition of the term “Prepayment Event”, no prepayment shall be required 

pursuant to this paragraph unless the amount of Net Proceeds received in respect of all such 

events and not applied pursuant to the preceding proviso exceeds $500,000,000, at which point all 

such Net Proceeds that have otherwise not been applied pursuant to this Section 2.6(b) shall be 

used to prepay the Term Loans. 

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(ii) To the extent practicable, the Borrower shall provide written notice of any 

prepayment pursuant to Section 2.6(b) no later than 12:00 Noon, New York City time, three 

Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, New 

York City time, one Business Day prior thereto, in the case of ABR Loans, which such notice 

shall include a reasonably detailed calculation of the amount of such prepayment. Upon receipt 

of any such notice the Administrative Agent shall promptly notify each relevant Lender 

thereof. With respect to each prepayment of Term Loans required to be made pursuant to Section 

2.6(b)(i), the Borrower may designate the Types of Term Loans and the specific Borrowing(s) 

that are to be prepaid. Any such prepayment shall be made by the Borrower pro rata among the 

applicable Lenders of the applicable Borrowing(s). 

(c) In the event that, on or prior to the date that is six months after the Closing Date, (i) the 

Borrower prepays, repays, substitutes or replaces any Initial Term Loans in connection with a Repricing 

Transaction (including, for the avoidance of doubt, any Repricing Transaction resulting from an event 

described in clause (b) of the definition of the term “Prepayment Event”) or (ii) in connection with any 

Repricing Transaction referred to in clause (b) of the definition thereof, the Borrower causes any Lender 

to assign its Initial Term Loans pursuant to the penultimate paragraph of Section 10.1, the Borrower shall 

pay to the Administrative Agent, for the ratable account of each of the applicable Lenders (A) in the case 

of clause (i), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, 

repaid, substituted or replaced and (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate 

principal amount of the Initial Term Loans that are the subject of such Repricing Transaction and that are 

required to be assigned by any Lender pursuant to the penultimate paragraph of Section 10.1. All such 

amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. 

2.7 Conversion and Continuation Options. 

(a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by 

giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New 

York City time, on the Business Day preceding the proposed conversion date, provided that any such 

conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect 

thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving 

the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York 

City time, on the third Business Day preceding the proposed conversion date (which notice shall specify 

the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a 

Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Lenders 

have determined in their sole discretion not to permit such conversions. Upon receipt of any such notice 

the Administrative Agent shall promptly notify each relevant Lender thereof. 

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current 

Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative 

Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, 

of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan 

may be continued as such when any Event of Default has occurred and is continuing and the Required 

Lenders have determined in their sole discretion not to permit such continuations, and provided, further, 

that if the Borrower shall fail to give any required notice as described above in this paragraph or if such 

continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically 

converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such 

notice the Administrative Agent shall promptly notify each relevant Lender thereof. 

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2.8 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this 

Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of 

Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after giving 

effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar 

Tranche shall be equal to $1,000,000 or a whole multiple of $500,000 in excess thereof and (b) unless 

otherwise agreed by the Administrative Agent, no more than 25 Eurodollar Tranches shall be outstanding 

at any one time. 

2.9 Interest Rates and Payment Dates. 

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect 

thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable 

Margin. 

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable 

Margin. 

(c) (i) If all or a portion of the principal amount of, or premium on, any Loan or Reimbursement 

Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such 

overdue amount shall bear interest at a default rate per annum equal to (x) in the case of the Loans, the 

rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.9 

plus 2% per annum or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans 

plus 2% per annum, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement 

Obligation or any unused fee, letter of credit fee, or any other fee payable (excluding any expenses or 

other indemnity) hereunder shall not be paid when due (whether at the stated maturity, by acceleration or 

otherwise), such overdue amount shall bear interest at a default rate per annum equal to the rate then 

applicable to ABR Loans plus 2% per annum, in each case, with respect to clauses (i) and (ii) above, from 

the date of such non-payment until such amount is paid in full (as well after as before judgment). 

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest 

accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand. 

2.10 Computation of Interest and Fees. 

(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for 

the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated 

on the basis of the Base Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the 

case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable 

notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in 

the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements 

shall become effective as of the opening of business on the day on which such change becomes 

effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant 

Lenders of the effective date and the amount of each such change in interest rate. 

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision 

of this Agreement shall constitute prima facie evidence of such amounts. The Administrative Agent shall, 

at the request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing 

the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 

2.9(a). 

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2.11 Inability to Determine Interest Rate. 

(a) If prior to the first day of any Interest Period: 

(i) the Administrative Agent shall have determined (which determination shall be 

conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances 

affecting the relevant market, adequate and reasonable means do not exist for ascertaining the 

Eurodollar Rate for such Interest Period, or 

(ii) the Administrative Agent shall have received notice from the Required Lenders 

that the Eurodollar Rate determined or to be determined for such Interest Period will not 

adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) 

of making or maintaining their affected Loans during such Interest Period, 

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant 

Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be 

made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to 

have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as 

ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the thencurrent Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative 

Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the 

right to convert Loans to Eurodollar Loans. 

(b) If at any time the Administrative Agent determines (which determination shall be conclusive 

and binding upon the Borrower absent manifest error) that (i) the circumstances set forth in clause (a)(i) 

have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in 

clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a 

Governmental Authority having jurisdiction over the Administrative Agent has made a public statement 

identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining 

interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an 

alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market 

convention for determining a rate of interest for syndicated loans in the United States at such time, and 

shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other 

related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest 

shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective 

without any further action or consent of any other party to this Agreement so long as the Administrative 

Agent shall not have received, within five Business Days of the date notice of such alternate rate of 

interest is provided to the Lenders, a written notice from the Required Lenders stating that the Required 

Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance 

with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of 

this Section 2.11(b), only to the extent the LIBO Screen Rate for such Interest Period is not available or 

published at such time on a current basis), (x) any Eurodollar Loans requested to be made shall be made 

as ABR Loans, (y) any Loans that were to have been converted to Eurodollar Loans shall be continued as 

ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the thencurrent Interest Period, to ABR Loans. 

2.12 Pro Rata Treatment and Payments; Notes. 

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(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower 

on account of any commitment fee and any reduction of the applicable Commitments of the Lenders shall 

be made pro rata according to the respective Percentages of the Lenders of the applicable Class of 

Commitments. 

(b) Each payment (including each prepayment) by the Borrower on account of principal of and 

interest on any Class of Loans shall be made pro rata according to the respective outstanding principal 

amounts of such Class of Loans then held by the Lenders. Each payment in respect of Reimbursement 

Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letters 

of Credit. 

(c) Notwithstanding anything to the contrary herein, all payments (including prepayments) to be 

made by the Borrower hereunder, whether on account of principal, Reimbursement Obligations, interest, 

fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 4:00 P.M., New 

York City time, on the due date thereof to the Administrative Agent, for the account of the relevant 

Lenders or the Issuing Lenders, as applicable, at the Funding Office, in Dollars and in immediately 

available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto 

promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the 

Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be 

extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and 

payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding 

Business Day unless the result of such extension would be to extend such payment into another calendar 

month, in which event such payment shall be made on the immediately preceding Business Day. In the 

case of any extension of any payment of principal pursuant to the preceding two sentences, interest 

thereon shall be payable at the then applicable rate during such extension. 

(d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a 

borrowing that such Lender will not make the amount that would constitute its share of such borrowing 

available to the Administrative Agent, the Administrative Agent may assume that such Lender is making 

such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon 

such assumption, make available to the Borrower a corresponding amount. If such amount is not made 

available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender 

shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to 

the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent 

in accordance with banking industry rules on interbank compensation, for the period until such Lender 

makes such amount immediately available to the Administrative Agent. A certificate of the 

Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph 

shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not 

made available to the Administrative Agent by such Lender within three Business Days after such 

Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest 

thereon at the rate per annum applicable to ABR Loans from the Borrower within 30 days after written 

demand therefor. 

(e) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to 

the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such 

payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making 

such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such 

assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If 

such payment is not made to the Administrative Agent by the Borrower within three Business Days after 

such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to 

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which any amount was made available pursuant to the preceding sentence, such amount with interest 

thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein 

shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. 

(f) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the 

Borrower will promptly execute and deliver to such Lender a promissory note (a “Note”) of the Borrower 

evidencing any Class of Loans of such Lender, substantially in the form of Exhibit D-1 (in the case of 

Term Loans) and D-2 (in the case of Revolving Loans), with appropriate insertions as to date and 

principal amount; provided, that delivery of Notes shall not be a condition precedent to the occurrence of 

the Closing Date or the making of Loans on the Closing Date. 

(g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 

3.4 or 2.12(d), then the Administrative Agent may, in its discretion and notwithstanding any contrary 

provision hereof, (i) apply any amounts thereafter received by the Administrative Agent hereunder for the 

account of such Lender for the benefit of the Administrative Agent or any Issuing Lender to satisfy such 

Lender’s obligations to the Administrative Agent or such Issuing Lender, as the case may be, under such 

Section until all such unsatisfied obligations are fully paid, and/or (ii) so long as such Lender is a 

Defaulting Lender, hold any such amounts in a segregated account as cash collateral for, and application 

to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) 

and (ii) above, in any order as determined by the Administrative Agent in its discretion. 

2.13 Change of Law. 

(a) If a Change of Law shall: 

(i) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes 

described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection 

Income Taxes) on its Loans, Letters of Credit or Commitments, or other obligations, or its 

deposits, reserves, other liabilities or capital attributable thereto; 

(ii) impose, modify or hold applicable any reserve, special deposit, compulsory loan, 

Federal Deposit Insurance Corporation insurance charge or other similar insurance charge or 

similar requirement against assets held by, deposits or other liabilities in or for the account of, 

advances, loans or other extensions of credit by, or any other acquisition of funds by, any Lender 

or any Issuing Lender that is not otherwise included in the determination of the Eurodollar Rate, 

which requirements are generally applicable to advances, loans and other extensions of credit 

made by such Lender or such Issuing Lender; or 

(iii) impose on any Lender or any Issuing Lender any other condition that is generally 

applicable to loans made by such Lender or Letters of Credit issued by such Issuing Lender or 

participations therein by a Lender; 

and the result of any of the foregoing is to increase the cost to such Lender or such other 

Recipient, by an amount that such Lender or such other Recipient deems to be material, of making, 

converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of 

Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the 

Borrower shall promptly pay such Lender or such other Recipient, within ten Business Days after its 

demand, any additional amounts necessary to compensate such Lender or such other Recipient for such 

increased cost or reduced amount receivable. If any Lender or other Recipient becomes entitled to claim 

any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to 

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the Administrative Agent) of the event by reason of which it has become so entitled; provided, however, 

that no Lender or other Recipient shall be entitled to demand such compensation more than 90 days 

following (x) the last day of the Interest Period in respect of which such demand is made or (y) the 

repayment of the Loan in respect of which such demand is made, and no Issuing Lender shall be entitled 

to demand such compensation more than 90 days following the expiration or termination (by drawing or 

otherwise) of the Letter of Credit issued by it in respect of which such demand is made. 

(b) If any Lender or any Issuing Lender shall have determined that a Change of Law regarding 

capital or liquidity requirements shall have the effect of reducing the rate of return on such Lender’s or 

such Issuing Lender’s capital or the capital of any corporation controlling such Lender or such Issuing 

Lender as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a 

level below that which such Lender, such Issuing Lender or such corporation could have achieved but for 

such Change of Law (taking into consideration such Lender’s, such Issuing Lender’s or such 

corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender 

or such Issuing Lender to be material, then from time to time, after submission by such Lender or such 

Issuing Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, 

the Borrower shall pay to such Lender or such Issuing Lender such additional amount or amounts as will 

compensate such Lender, such Issuing Lender or such corporation for such reduction. 

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any 

Lender, any Issuing Lender or any other Recipient to the Borrower (with a copy to the Administrative 

Agent) shall constitute prima facie evidence of such costs or amounts. Notwithstanding anything to the 

contrary in this Section, the Borrower shall not be required to compensate a Lender, any Issuing Lender 

or any other Recipient pursuant to this Section for any amounts incurred more than six months prior to the 

date that such Lender, such Issuing Lender or such other Recipient notifies the Borrower of such 

Lender’s, such Issuing Lender’s or such other Recipient’s intention to claim compensation therefor; 

provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month 

period shall be extended to include the period of such retroactive effect not to exceed twelve months. The 

obligations of the Borrower pursuant to this Section shall survive for 90 days after the termination of this 

Agreement and the payment of the Loans and all other amounts then due and payable hereunder. 

2.14 Taxes. 

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan 

Document shall be made without deduction or withholding for any Taxes, except as required by 

applicable laws. If any applicable laws (as determined in the good faith discretion of any Loan Party or 

the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the 

Administrative Agent or any Loan Party, then (A) the applicable Loan Party or the Administrative Agent 

shall withhold or make such deductions as are determined by the applicable Loan Party or the 

Administrative Agent to be required, (B) the applicable Loan Party or the Administrative Agent shall 

timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance 

with such laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified 

Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any 

required withholding or the making of all required deductions (including deductions applicable to 

additional sums payable under this Section 2.14) the applicable Recipient receives an amount equal to the 

sum it would have received had no such withholding or deduction been made. 

(b) Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to 

the relevant Governmental Authority in accordance with applicable law, or at the option of the 

Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

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(c) (i) The Loan Parties shall, jointly and severally, indemnify each Recipient, and shall make 

payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified 

Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this 

Section 2.14) payable or paid by such Recipient or required to be withheld or deducted from a payment to 

such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not 

such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental 

Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a 

Lender or another Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on 

its own behalf or on behalf of a Lender or another Recipient, shall be conclusive absent manifest error. 

(ii) Each Lender and each Issuing Lender shall, and does hereby, severally 

indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) 

the Administrative Agent against any Indemnified Taxes attributable to such Lender or such 

Issuing Lender (but only to the extent that any Loan Party has not already indemnified the 

Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan 

Parties to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s or 

such Issuing Lender’s failure to comply with the provisions of Section 10.6(c)(iii) relating to the 

maintenance of a Participant Register and (z) the Administrative Agent against any Excluded 

Taxes attributable to such Lender or such Issuing Lender, in each case, that are payable or paid by 

the Administrative Agent in connection with any Loan Document, and any reasonable expenses 

arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally 

imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of 

such payment or liability delivered to any Lender or any Issuing Lender by the Administrative 

Agent shall be conclusive absent manifest error. Each Lender and each Issuing Lender hereby 

authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to 

such Lender or such Issuing Lender, as the case may be, under this Agreement or any other Loan 

Document against any amount due to the Administrative Agent under this clause (ii). 

(d) Upon request by the Borrower or the Administrative Agent, as the case may be, after any 

payment of Taxes by a Loan Party or by the Administrative Agent to a Governmental Authority as 

provided in this Section 2.14, the applicable Loan Party shall deliver to the Administrative Agent or the 

Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of 

a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required 

by laws to report such payment or other evidence of such payment reasonably satisfactory to the 

Borrower or the Administrative Agent, as the case may be. 

(e) (i) Any Lender or any Issuing Lender that is entitled to an exemption from or reduction of 

withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower 

and the Administrative Agent, at the time or times reasonably requested by the Borrower or the 

Administrative Agent, such properly completed and executed documentation reasonably requested by the 

Borrower or the Administrative Agent as will permit such payments to be made without withholding or at 

a reduced rate of withholding. In addition, any Lender or any Issuing Lender, if reasonably requested by 

the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by 

applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 

Borrower or the Administrative Agent to determine whether or not such Lender or such Issuing Lender is 

subject to backup withholding or information reporting requirements. Notwithstanding anything to the 

contrary in the preceding two sentences, the completion, execution and submission of such documentation 

(other than such documentation set forth in Sections 2.14(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be 

required if in the Lender’s or any Issuing Lender’s reasonable judgment such completion, execution or 

submission would subject such Lender or such Issuing Lender to any material unreimbursed cost or 

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expense or would materially prejudice the legal or commercial position of such Lender or such Issuing 

Lender. 

(ii) Without limiting the generality of the foregoing, 

(A) any Lender or any Issuing Lender that is a U.S. Person shall 

deliver to the Borrower and the Administrative Agent on or prior to the date on which 

such Lender or such Issuing Lender becomes a Lender or an Issuing Lender under this 

Agreement (and from time to time thereafter upon the reasonable request of the Borrower 

or the Administrative Agent), executed originals of IRS Form W-9 certifying that such 

Lender or such Issuing Lender is exempt from U.S. federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled 

to do so, deliver to the Borrower and the Administrative Agent (in such number of copies 

as shall be requested by the recipient) on or prior to the date on which such Foreign 

Lender becomes a Lender or an Issuing Lender under this Agreement (and from time to 

time thereafter upon the reasonable request of the Borrower or the Administrative Agent), 

whichever of the following is applicable: 

(I) in the case of a Foreign Lender claiming the benefits of an

income tax treaty to which the United States is a party (x) with respect to payments of 

interest under any Loan Document, executed originals of IRS Form W-8BEN or W8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal 

withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect 

to any other applicable payments under any Loan Document, IRS Form W-8BEN or W8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal 

withholding Tax pursuant to the “business profits” or “other income” article of such tax 

treaty; 

(II) executed originals of IRS Form W-8ECI; 

(III) in the case of a Foreign Lender claiming the benefits of the 

exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate 

substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a 

“bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent 

shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or 

a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. 

Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W8BEN-E, as applicable; 

(IV) to the extent a Foreign Lender is not the beneficial owner, 

executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form 

W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially 

in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification 

documents from each beneficial owner, as applicable; provided that if the Foreign Lender 

is a partnership and one or more direct or indirect partners of such Foreign Lender are 

claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax 

Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such 

direct and indirect partner; or 

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(V) notwithstanding anything to the contrary set forth in this Section 

2.14(e), each Foreign Lender shall deliver to the Borrower and the Administrative Agent, 

on or prior to the date on which such Foreign Lender becomes a Lender or an Issuing 

Lender under this Agreement, forms described in Sections 2.14(e)(ii)(B)(I), (II), (III) or 

(IV), as applicable, establishing a complete exemption from U.S. federal withholding Tax 

with respect to amounts payable to such Foreign Lender under this Agreement; provided, 

however, that a Foreign Lender shall not be required to deliver forms establishing a 

complete exemption from U.S. federal withholding Tax with respect to amounts payable 

to such Foreign Lender under this Agreement pursuant to this Section 2.14(e)(ii)(B)(V) to 

the extent that, due to a Change of Law, such Foreign Lender is unable to do so. 

(C) any Foreign Lender shall, to the extent it is legally entitled 

to do so, deliver to the Borrower and the Administrative Agent (in such number of copies 

as shall be requested by the recipient) on or prior to the date on which such Foreign 

Lender becomes a Lender or an Issuing Lender under this Agreement (and from time to 

time thereafter upon the reasonable request of the Borrower or the Administrative Agent), 

executed originals of any other form prescribed by applicable law as a basis for claiming 

exemption from or a reduction in U.S. federal withholding Tax, duly completed, together 

with such supplementary documentation as may be prescribed by applicable law to 

permit the Borrower or the Administrative Agent to determine the withholding or 

deduction required to be made; and 

(D) if a payment made to a Lender or any Issuing Lender under

any Loan Document would be subject to U.S. federal withholding Tax imposed by 

FATCA if such Lender or such Issuing Lender were to fail to comply with the applicable 

reporting requirements of FATCA (including those contained in Section 1471(b) or 

1472(b) of the Code, as applicable), such Lender or such Issuing Lender shall deliver to 

the Borrower and the Administrative Agent at the time or times prescribed by law and at 

such time or times reasonably requested by the Borrower or the Administrative Agent 

such documentation prescribed by applicable law (including as prescribed by Section 

1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by 

the Borrower or the Administrative Agent as may be necessary for the Borrower and the 

Administrative Agent to comply with their obligations under FATCA and to determine 

that such Lender or such Issuing Lender has complied with such Lender’s or such Issuing 

Lender’s obligations under FATCA or to determine the amount to deduct and withhold 

from such payment. Solely for purposes of this clause (D), “FATCA” shall include any 

amendments made to FATCA after the Closing Date. 

(iii) Each Lender and each Issuing Lender agrees that if any form or certification it 

previously delivered pursuant to this Section 2.14 expires or becomes obsolete or inaccurate in 

any respect, it shall update such form or certification or promptly notify the Borrower and the 

Administrative Agent in writing of its legal inability to do so. 

(f) Unless required by applicable laws, at no time shall the Administrative Agent have any 

obligation to file for or otherwise pursue on behalf of a Lender or an Issuing Lender, or have any 

obligation to pay to any Lender or any Issuing Lender, any refund of Taxes withheld or deducted from 

funds paid for the account of such Lender or such Issuing Lender, as the case may be. If any Recipient 

determines, in its sole discretion, that it has received a refund of, or credit with respect to, any Taxes as to 

which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional 

amounts pursuant to this Section 2.14 (any such refund or credit, a “Tax Benefit”), it shall pay to the 

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indemnifying party an amount equal to such Tax Benefit (but only to the extent of indemnity payments 

made, or additional amounts paid, by the indemnifying party under this Section 2.14 with respect to the 

Taxes giving rise to such Tax Benefit), net of all out-of-pocket expenses (including Taxes) incurred by 

such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority 

with respect to such Tax Benefit), provided that the indemnifying party, upon the request of the Recipient, 

agrees to repay the amount paid over to the indemnifying party (plus any penalties, interest or other 

charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is 

required to repay such Tax Benefit to such Governmental Authority. Notwithstanding anything to the 

contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to any 

Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable 

net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and 

giving rise to such Tax Benefit had not been deducted, withheld or otherwise imposed and the 

indemnification payments or additional amounts with respect to such Tax had never been paid. This 

subsection shall not be construed to require any Recipient to make available its tax returns (or any other 

information relating to its taxes that it deems confidential) to any Loan Party or any other Person. 

(g) Each party’s obligations under this Section 2.14 shall survive for one year after the 

termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

2.15 Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender 

harmless from, any loss (other than the loss of Applicable Margin) or expense that such Lender may 

sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion 

into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in 

accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment 

of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with 

the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is 

not the last day of an Interest Period with respect thereto. A certificate as to any amounts payable 

pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of 

manifest error. This covenant shall survive for 90 days after the termination of this Agreement and the 

payment of the Loans and all other amounts payable hereunder. 

2.16 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event 

giving rise to the operation of Section 2.13 or 2.14 with respect to such Lender, it will, if requested by the 

Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate 

another lending office for any Loans affected by such event with the object of avoiding the consequences 

of such event; provided, that such designation is made on terms that, in the sole but reasonable judgment 

of such Lender, cause such Lender and its lending office(s) to suffer no unreimbursed economic 

disadvantage or any legal or regulatory disadvantage, and provided, further, that nothing in this Section 

shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to 

Section 2.13 or 2.14. 

2.17 Replacement of Lenders. The Borrower shall be permitted to replace any Lender with a 

Commitment in a particular Class that (a) requests (on its behalf or any of its Participants) reimbursement 

for amounts owing pursuant to Section 2.13 or 2.14 or (b) in the case of a Revolving Lender, becomes a 

Defaulting Lender, with a replacement financial institution; provided that (i) such replacement does not 

conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at 

the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action 

under Section 2.16 which eliminates the continued need for payment of amounts owing pursuant to 

Section 2.13 or 2.14, (iv) the replacement financial institution shall purchase, at par, all Loans of such 

Class and other amounts owing to such replaced Lender with respect to such Class on or prior to the date 

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of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 

Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the 

Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be 

reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make 

such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be 

obligated to pay the registration and processing fee referred to therein), (viii) until such time as such 

replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required 

pursuant to Section 2.13 or 2.14, as the case may be, and (ix) any such replacement shall not be deemed to 

be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have 

against the replaced Lender. 

2.18 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, 

if any Revolving Lender becomes a Defaulting Lender, then, until such time as that Revolving Lender is 

no longer a Defaulting Lender, to the extent permitted by applicable law: 

(a) any payment of principal, interest, fees or other amounts (other than those described in 

Section 2.18(b)) received by the Administrative Agent for the account of that Defaulting Lender in its 

capacity as a Revolving Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or 

otherwise, and including any amounts made available to the Administrative Agent by that Defaulting 

Lender pursuant to Section 9.7), shall be applied at such time or times as may be determined by the 

Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to 

the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by 

that Defaulting Lender to any Issuing Lender hereunder; third, if so requested by any Issuing Lender with 

a Letter of Credit outstanding or with unreimbursed drawings owing under a Letter of Credit, to be held 

as cash collateral in respect of such Defaulting Lender’s Percentage of such L/C Obligations; fourth, if so 

determined by the Administrative Agent or requested by any Issuing Lender, to be held as cash collateral 

for future funding obligations of that Defaulting Lender of any participation in any L/C Obligations; fifth, 

as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any 

Revolving Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as 

required by this Agreement, as determined by the Administrative Agent; sixth, if so determined by the 

Borrower with the consent of the Administrative Agent, not to be unreasonably withheld, to be held in a 

non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender 

to fund Revolving Loans under this Agreement; seventh, to the payment of any amounts owing to the 

Revolving Lenders or any Issuing Lender as a result of any judgment of a court of competent jurisdiction 

obtained by any Lender or any Issuing Lender against that Defaulting Lender as a result of that Defaulting 

Lender’s breach of its obligations under this Agreement; eighth, so long as no Default or Event of Default 

exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of 

competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that 

Defaulting Lender’s breach of its obligations under this Agreement; and ninth, to that Defaulting Lender 

or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment 

of the principal amount of any Revolving Loans or unreimbursed drawings under Letters of Credit in 

respect of which that Defaulting Lender has not fully funded its appropriate share such payment shall be 

applied solely to pay the Revolving Loans and unreimbursed drawings under Letters of Credit of all nonDefaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of 

that Defaulting Lender or participating interests of that Defaulting Lender in unreimbursed drawings 

under Letters of Credit. Any payments, prepayments or other amounts paid or payable to a Defaulting 

Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral 

pursuant to this Section 2.18(a) shall be deemed paid to and redirected by that Defaulting Lender, and 

each Revolving Lender irrevocably consents hereto; 

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(b) that Defaulting Lender shall be entitled to receive interest on Revolving Loans and 

Participation Amounts funded by such Revolving Lender prior to the period in which such Revolving 

Lender became a Defaulting Lender or during the period in which such Revolving Lender is a Defaulting 

Lender; 

(c) during any period in which there is a Defaulting Lender, for purposes of computing the 

amount of the obligation of each Revolving Lender that is a non-Defaulting Lender to acquire, refinance 

or fund participations in Letters of Credit pursuant to Section 3.4, the Percentage of each such nonDefaulting Lender shall be computed without giving effect to the Revolving Commitment of that 

Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the 

applicable Revolving Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) 

the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in L/C 

Obligations shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that nonDefaulting Lender minus (2) the aggregate Extensions of Revolving Credit of such non-Defaulting 

Lender; 

(d) if the reallocation described in paragraph (c) above cannot, or can only partially, be effected, 

the Borrower shall within one Business Day following notice by the Administrative Agent (after giving 

effect to any partial reallocation pursuant to paragraph (c) above) deposit cash with the Administrative 

Agent as collateral to secure such Defaulting Lender’s Percentage of any outstanding L/C Obligations for 

so long as any such L/C Obligations are outstanding; and 

(e) that Defaulting Lender’s right to approve or disapprove any amendment, supplement, 

modification, waiver or consent with respect to this Agreement shall be restricted as set forth in the 

definition of “Required Lenders” and Section 10.1. 

If the Borrower, the Administrative Agent and each Issuing Lender reasonably determine in writing that a 

Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will 

so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any 

conditions set forth therein (which may include arrangements with respect to any cash collateral), that 

Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans and 

Participation Amounts of the other Revolving Lenders or take such other actions as the Administrative 

Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded 

participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their 

applicable Percentages (without giving effect to Section 2.18(c)), whereupon that Revolving Lender will 

cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to 

fees accrued or payments made by or on behalf of the Borrower while that Revolving Lender was a 

Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the 

affected parties, no change hereunder from Defaulting Lender to Revolving Lender will constitute a 

waiver or release of any claim of any party hereunder arising from that Revolving Lender’s having been a 

Defaulting Lender. 

Cash collateral held by the Administrative Agent to reduce Fronting Exposure shall be released to the 

applicable Revolving Lender promptly following (i) the elimination of the applicable Fronting Exposure 

or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the 

applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 10.6)); 

(ii) the Administrative Agent’s good faith determination that there exists excess cash collateral; and (iii) 

the termination of the Revolving Commitment Period and the repayment in full of all outstanding 

Revolving Loans and L/C Obligations. 

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Notwithstanding anything to the contrary contained in this Agreement, if any Lender having an Initial 

Term Loan Commitment, a Delayed Draw Term Loan Commitment or Incremental Term Loan 

Commitment becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting 

Lender, to the extent permitted by applicable law, any payment of principal, interest, fees or other 

amounts received by the Administrative Agent for the account of that Defaulting Lender (whether 

voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise, and including any amounts made 

available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.7), shall be applied 

at such time or times as may be determined by the Administrative Agent as follows: first, to the payment 

of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the 

Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in 

respect of which that Defaulting Lender has failed to fund its portion thereof as required by this 

Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to 

the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender 

against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this 

Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts 

owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the 

Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations 

under this Agreement; and fifth, to that Defaulting Lender or as otherwise directed by a court of 

competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting 

Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to 

and redirected by that Defaulting Lender, and each Lender of the relevant Class irrevocably consents 

hereto. 

2.19 Priority and Liens. All of the Obligations shall at all times from and after the Petition Date: 

(a) pursuant to Section 364(c)(1) of the Bankruptcy Code, constitute allowed superpriority 

administrative expense claims against the Loan Parties in each of the Cases and any Successor Case, on a 

joint and several basis (without the need to file any proof of claim), with priority in payment over any and 

all other administrative expense claims, secured claims, unsecured claims and all other claims against the 

Loan Parties, now existing or hereafter arising, of any kind or nature whatsoever (the “DIP Superpriority 

Claim”), including, without limitation, all administrative expenses of the kind specified in or ordered 

pursuant to Sections 105, 326, 328, 330, 331, 364, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 

546(d), 726, 1113 or 1114 of the Bankruptcy Code, and any other provision of the Bankruptcy Code or 

applicable non-bankruptcy law, which claims shall for purposes of Section 1129(a)(9)(A) of the 

Bankruptcy Code be considered administrative expenses allowed under Section 503(b) of the Bankruptcy 

Code, and which DIP Superpriority Claims shall be payable from and have recourse to all pre- and 

postpetition property of the Loan Parties and all proceeds thereof, including all Collateral (including, from 

and after the Final Order Entry Date, subject to the approval of the Bankruptcy Court in the Final Order, 

all proceeds of claims or causes of action under Sections 544, 545, 547, 548, 549, 550 and 553 of the 

Bankruptcy Code (collectively, “Avoidance Actions”)), subject only to the Carve-Out; 

(b) pursuant to Section 364(c)(2) of the Bankruptcy Code, be secured by a valid, fully and 

automatically perfected, continuing, enforceable, non-avoidable first priority security interest and Lien on 

the Collateral of each Loan Party, to the extent such Collateral is not subject to (x) a valid, perfected and 

non-avoidable Lien in favor of a third party that was in existence on the Petition Date or (y) a valid and 

non-avoidable Lien in favor of a third party that was in existence on the Petition Date and was perfected 

subsequent to the Petition Date solely to the extent permitted by Section 546(b) of the Bankruptcy Code 

(the “Permitted Prior Liens”), subject only to the Senior Permitted Liens and the Carve-Out; and 

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(c) pursuant to Section 364(c)(3) of the Bankruptcy Code, be secured by a valid, fully and 

automatically perfected, continuing, enforceable, non-avoidable junior security interest and Lien on the 

Collateral of each Loan Party to the extent subject to Permitted Prior Liens, subject to (i) such Permitted 

Prior Liens, (ii) the Senior Permitted Liens and (iii) the Carve-Out. 

2.20 No Discharge; Survival of Claims. Each of the Loan Parties agrees (a) its obligations under 

the Loan Documents shall not be discharged by the entry of an order confirming a Chapter 11 Plan that is 

not an Acceptable Plan (and each of the Loan Parties, pursuant to Section 1141(d)(4) of the Bankruptcy 

Code, hereby waives any such discharge) and (b) the DIP Superpriority Claims granted to the Secured 

Parties pursuant to the Financing Orders and the Liens granted to the Secured Parties pursuant to the 

Financing Orders shall not be affected in any manner by the entry of an order confirming a Chapter 11 

Plan that is not an Acceptable Plan. 

SECTION 3. LETTERS OF CREDIT 

3.1 L/C Commitment. 

(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements 

of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby and sight commercial 

letters of credit (the letters of credit issued pursuant to this Section 3, collectively, the “Letters of Credit”) 

for the account of the Borrower on any Business Day during the Revolving Commitment Period in such 

form as may be approved from time to time by such Issuing Lender; provided, that no Issuing Lender 

shall issue, amend, extend or renew any Letter of Credit if, after giving effect to such issuance, 

amendment, extension or renewal, (i) the aggregate amount of L/C Obligations owed by the Borrower to 

any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Commitment (or such higher 

amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations 

would exceed the L/C Commitment (or, prior to the Full Availability Date, the Interim L/C Availability 

Amount) or (iii) the Total Available Revolving Commitments would be less than zero. Each Letter of 

Credit shall (i) be denominated in Dollars and, (ii) subject to the second paragraph of Section 3.2, expire 

no later than the earlier of (x) the first anniversary of its date of issuance and (y) the fifth Business Day 

prior to the Scheduled Termination Date. 

(b) No Issuing Lender shall at any time be obligated to issue, amend, extend or renew any Letter 

of Credit hereunder if such issuance, amendment, extension or renewal would (i) conflict with, or cause 

such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement 

of Law, (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or 

(iii) violate any order, judgment, or decree of any Governmental Authority that, by its terms, purports to 

enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such 

Issuing Lender. No Issuing Lender shall be under any obligation to issue, amend, extend or renew any 

Letter of Credit that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In 

the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, 

no Issuing Lender shall be required to issue or arrange for such Letter of Credit to the extent the Issuing 

Lender is not reasonably satisfied that the Defaulting Lender’s L/C Obligations with respect to such 

Letter of Credit have been reallocated and/or Cash Collateralized pursuant to Section 2.18. 

(c) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be 

deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that 

with respect to any Letter of Credit that provides for one or more automatic increases in the stated amount 

thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such 

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Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in 

effect at such time. 

(d) For all purposes of this Agreement, if on any date of determination, a Letter of Credit has 

expired by its terms but any amount may still be drawn thereunder by reason of the operation of any rule 

of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of 

the ISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter 

of Credit after the expiration thereof, such Letter of Credit shall be deemed to be “outstanding” in the 

amount so remaining available to be drawn. 

3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time to time request 

that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for 

notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and 

such other certificates, documents and other papers and information as such Issuing Lender may 

request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall 

deliver a copy thereof to the Administrative Agent and the Administrative Agent shall provide notice of 

such request to the L/C Participants. Upon receipt of any Application, an Issuing Lender will process 

such Application and the certificates, documents and other papers and information delivered to it in 

connection therewith in accordance with its customary procedures and shall promptly issue the Letter of 

Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as 

otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing 

Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the 

Application therefor and all such other certificates, documents and other papers and information relating 

thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall 

furnish a copy of such Letter of Credit to the Borrower. The Borrower is responsible for the final text of 

the Letter of Credit as issued by an Issuing Lender, irrespective of any assistance such Issuing Lender 

may provide such as drafting or recommending text or by Issuing Lender’s use or refusal to use text 

submitted by the Borrower. The Borrower is solely responsible for the suitability of the Letter of Credit 

for the Borrower’s purposes. The Borrower irrevocably appoints each Issuing Lender as its attorney-infact and authorizes each Issuing Lender, without notice to the Borrower, to execute and deliver ancillary 

documents and letters customary in the letter of credit business that may include but are not limited to 

advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney 

granted by the Borrower is limited solely to such actions related to the issuance, confirmation or 

amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit 

business. This appointment is coupled with an interest. Each Issuing Lender shall promptly give notice to 

the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender 

(including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative 

Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing 

Lender and the Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall apply to each 

standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, 

as most recently published by the International Chamber of Commerce at the time of issuance shall apply 

to each commercial Letter of Credit. 

If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole 

discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “AutoExtension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the 

Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing 

with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not 

later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon 

at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower 

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shall not be required to make a specific request to the Issuing Lender for any such extension. Once an 

Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but 

may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an 

expiry date not later than the Termination Date; provided, however, that the Issuing Lender shall not 

permit any such extension if (x) such extension would extend the expiry date beyond the fifth Business 

Day prior to the Scheduled Termination Date or (y) it has received notice (which may be by telephone or 

in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) 

from the Administrative Agent that the Required Revolving Lenders have elected not to permit such 

extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the 

applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the 

Issuing Lender not to permit such extension. 

3.3 Fees and Other Charges. 

(a) The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of 

Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar 

Revolving Loans, shared ratably among the Revolving Lenders having a Revolving Commitment (other 

than Defaulting Lenders to the extent provided in Section 2.18) in accordance with their respective 

Percentages of the Revolving Credit Facility and payable quarterly in arrears on each Fee Payment Date 

after the issuance date. In addition, the Borrower shall pay to the relevant Issuing Lender for its own 

account a fronting fee in an amount equal to 0.125% per annum of the aggregate drawable amount of all 

outstanding Letters of Credit issued by such Issuing Lender, payable quarterly in arrears on each Fee 

Payment Date after the issuance date. 

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for 

such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in 

issuing, negotiating, effecting payment under, amending, renewing or otherwise administering any Letter 

of Credit. 

3.4 L/C Participations. 

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, 

and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably 

agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms 

and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest 

equal to such L/C Participant’s Percentage in each Issuing Lender’s obligations and rights under each 

Letter of Credit issued by such Issuing Lender hereunder and the amount of each drawing paid by such 

Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each 

Issuing Lender that, if a drawing is paid under any Letter of Credit issued by such Issuing Lender for 

which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this 

Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing 

Lender upon demand at such Issuing Lender’s address for notices specified herein (and thereafter the 

Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C 

Participant’s Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each 

L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be 

affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right 

that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any 

reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to 

satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition 

(financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document 

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by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event 

whatsoever, whether or not similar to any of the foregoing. 

(b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to an 

Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by 

such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business 

Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, 

which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative 

Agent, for the account of such Issuing Lender, on demand (and thereafter the Administrative Agent shall 

promptly pay to such Issuing Lender) an amount equal to the product of (i) such Participation Amount, 

times (ii) the daily average Federal Funds Effective Rate during the period from and including the date 

such payment is required to the date on which such payment is immediately available to such Issuing 

Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period 

and the denominator of which is 360. If any Participation Amount required to be paid by any L/C 

Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the account of 

the relevant Issuing Lender by such L/C Participant within three Business Days after the date such 

payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover 

from such L/C Participant, on demand, such Participation Amount with interest thereon calculated from 

such due date at the rate per annum applicable to ABR Loans. A certificate of the Administrative Agent 

submitted on behalf of an Issuing Lender to any L/C Participant with respect to any amounts owing under 

this Section shall be conclusive in the absence of manifest error. 

(c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit 

and has received from the Administrative Agent any L/C Participant’s pro rata share of such payment in 

accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit 

(whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such 

Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the 

Administrative Agent for the account of such L/C Participant (and thereafter the Administrative Agent 

will promptly distribute to such L/C Participant) its pro rata share thereof; provided, however, that in the 

event that any such payment received by such Issuing Lender shall be required to be returned by such 

Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of such 

Issuing Lender (and thereafter the Administrative Agent shall promptly return to such Issuing Lender) the 

portion thereof previously distributed by such Issuing Lender. 

3.5 Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing 

Lender on (i) the Business Day on which the Borrower receives notice from an Issuing Lender of a 

drawing on a Letter of Credit issued by such Issuing Lender and paid by such Issuing Lender, if such 

notice is received on such Business Day prior to 11:00 A.M., New York City time, or (ii) if clause (i) 

above does not apply, the Business Day immediately following the day on which the Borrower receives 

such notice, for the amount of (a) such drawing so paid and (b) any taxes, fees, charges or other costs or 

expenses incurred by such Issuing Lender in connection with such payment which are obligations of the 

Borrower hereunder (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, 

collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its 

address for notices specified herein in lawful money of the United States of America and in immediately 

available funds. If the Borrower fails to make such payment in accordance with the foregoing, such 

failure shall be deemed to constitute a request by the Borrower to the Administrative Agent for a 

borrowing pursuant to Section 2.1 of ABR Revolving Loans in an amount equal to the Payment 

Amount. The Borrowing Date with respect to such borrowing shall be the first date on which a 

borrowing of Revolving Loans could be made, pursuant to Section 2.1, if the Administrative Agent had 

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received a notice of such borrowing at the time the Administrative Agent receives notice from the 

relevant Issuing Lender of such drawing under such Letter of Credit. 

3.6 Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and 

unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to 

payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter 

of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing 

Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 

shall not be affected by, among other things, the validity or genuineness of documents or of any 

endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, 

or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other 

party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against 

any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any 

error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, 

however transmitted, in connection with any Letter of Credit. The Borrower agrees that any action taken 

or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the 

related drafts or documents shall be binding on the Borrower and shall not result in any liability of such 

Issuing Lender to the Borrower. The liability of an Issuing Lender under, in connection with or arising out 

of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, 

shall be limited to direct damages suffered by the Borrower that is caused directly by the Issuing Lender’s 

gross negligence or willful misconduct, in each case as determined in a final non-appealable judgment of 

a court of competent jurisdiction, in (i) honoring a presentation under a Letter of Credit that on its face 

does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to 

honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such 

Letter of Credit, or (iii) retaining documents presented for purposes of drawing under any Letter of Credit, 

including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated 

communication presented under a Letter of Credit (collectively, “Drawing Documents”). The Borrower’s 

aggregate remedies against the Issuing Lender for wrongfully honoring a presentation under any Letter of 

Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate 

amount paid by the Borrower to the Issuing Lender in respect of the honored presentation in connection 

with such Letter of Credit under Section 3.5, plus interest at the rate then applicable to ABR Loans that 

are Revolving Loans hereunder. 

3.7 Letter of Credit Payments. If any documents shall be presented for payment under any Letter 

of Credit, the relevant Issuing Lender shall promptly notify the Borrower and the Administrative Agent of 

the date and amount thereof. The responsibility of the relevant Issuing Lender to the Borrower in 

connection with any documents presented for payment under any Letter of Credit, in addition to any 

payment obligation expressly provided for in such Letter of Credit issued by such Issuing Lender, shall be 

limited, in the absence of gross negligence or willful misconduct, in each case as determined in a final 

non-appealable judgment of a court of competent jurisdiction, to determining that the documents 

(including each draft) delivered under such Letter of Credit in connection with such presentment appear 

on their face to be in conformity with such Letter of Credit. 

3.8 Applications. To the extent that any provision of any Application related to any Letter of 

Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply. 

3.9 Actions of Issuing Lenders. Each Issuing Lender shall be entitled to rely, and shall be fully 

protected in relying, upon any draft, writing, resolution, notice, consent, certificate, affidavit, letter, 

cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by 

it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or 

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Persons, and upon advice and statements of legal counsel, independent accountants and other experts 

selected by such Issuing Lender. Each Issuing Lender shall be fully justified in failing or refusing to take 

any action under this Agreement unless it shall first have received such advice or concurrence of the 

Required Lenders as it reasonably deems appropriate (provided that no Issuing Lender shall be under any 

obligation to obtain such advice or concurrence and no L/C Participant's obligations hereunder shall be 

affected by the seeking or the failure to seek any such advice or concurrence) or it shall first be 

indemnified to its reasonable satisfaction by the L/C Participants against any and all liability and expense 

which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding 

any other provision of this Section, as between the Issuing Lenders and the L/C Participants, each Issuing 

Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in 

accordance with a request of the Required Lenders, and such request and any action taken or failure to act 

pursuant thereto shall be binding upon the L/C Participants and any future holders of a participation in 

any Letter of Credit (provided that no Issuing Lender shall be under any obligation to obtain such request 

and no L/C Participant's obligations hereunder shall be affected by the seeking or the failure to seek any 

such request). 

3.10 Borrower’s Indemnification. The Borrower hereby agrees to indemnify and hold harmless 

each L/C Participant, each Issuing Lender (and each of its branches, Affiliates and correspondents) and 

the Administrative Agent, and their respective directors, officers, agents and employees from and against 

any and all claims and damages, losses, liabilities, costs or expenses which such L/C Participant, such 

Issuing Lender or the Administrative Agent may incur (or which may be claimed against such L/C 

Participant, such Issuing Lender or the Administrative Agent by any Person whatsoever) by reason of or 

in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under 

any Letter of Credit or any actual or proposed use of any Letter of Credit, including, without limitation, 

any claims, damages, losses, liabilities, costs or expenses which such Issuing Lender may incur by reason 

of or in connection with (i) the failure of any other L/C Participant to fulfill or comply with its obligations 

to an Issuing Lender hereunder (but nothing herein contained shall affect any rights the Borrower may 

have against any Defaulting Lender) or (ii) by reason of or on account of an Issuing Lender issuing any 

Letter of Credit which specifies that the term “Beneficiary” included therein includes any successor by 

operation of law of the named Beneficiary, but which Letter of Credit does not require that any drawing 

by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such 

Issuing Lender, evidencing the appointment of such successor Beneficiary; provided that the Borrower 

shall not be required to indemnify any L/C Participant, any Issuing Lender or the Administrative Agent 

for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused 

by (x) the willful misconduct or gross negligence of such Issuing Lender in determining whether a request 

presented under any Letter of Credit complied with the terms of such Letter of Credit as determined in a 

final non-appealable judgment of a court of competent jurisdiction or (y) such Issuing Lender’s failure to 

pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms 

and conditions of such Letter of Credit. Nothing in this Section is intended to limit the obligations of the 

Borrower under any other provision of this Agreement. This indemnification provision shall survive 

termination of this Agreement and all Letters of Credit. 

3.11 Lenders’ Indemnification. Each L/C Participant shall, ratably in accordance with its 

Percentage, indemnify each Issuing Lender, its Affiliates, branches and correspondents and their 

respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) 

against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, 

loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or 

such Issuing Lender’s failure to pay under any Letter of Credit after the presentation to it of a request 

strictly complying with the terms and conditions of the Letter of Credit in each case as determined in a 

final non-appealable judgment of a court of competent jurisdiction) that such indemnitees may suffer or 

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incur in connection with this Section or any action taken or omitted by such indemnitees hereunder. This 

indemnification provision shall survive termination of this Agreement and all Letters of Credit. 

SECTION 4. REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the 

Loans and issue or participate in the Letters of Credit, the Loan Parties hereby represent and warrant to 

the Administrative Agent and each Lender, on the Closing Date and on the date of each Credit Event 

hereunder after the Closing Date, that: 

4.1 Financial Condition. (a) The audited consolidated balance sheet of PCG and its consolidated 

Subsidiaries as of December 31, 2017, and the related consolidated statements of income and cash flows 

for the fiscal year ended on such date, reported on by Deloitte & Touche LLP, and (b) the unaudited 

consolidated balance sheet of PCG and its consolidated Subsidiaries as of September 30, 2018, and the 

related consolidated statements of income and cash flows for the portion of the fiscal year ended on such 

date, each delivered to the Administrative Agent prior to the date hereof, (i) present fairly in all material 

respects the consolidated financial condition of PCG and its consolidated Subsidiaries as of such dates, 

and its consolidated income and its consolidated cash flows for the respective fiscal year or portion of the 

fiscal year then ended, and (ii) have been prepared in accordance with GAAP applied consistently 

throughout the periods involved, subject, in the case of the financial statements described in clause (b) 

above, to normal year-end and financial closing audit adjustments and the absence of certain footnotes. 

4.2 No Change. Since the Petition Date, there has been no development or event that has had or 

could reasonably be expected to have a Material Adverse Effect.

4.3 Existence; Compliance with Law. Each of PCG, the Borrower and their Significant 

Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction 

of organization, (b) has the organizational power and organizational authority to own and operate its 

property, to lease the property it operates as lessee and to conduct the business in which it is currently 

engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under 

the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its 

business requires such qualification except to the extent that the failure to so qualify could not reasonably 

be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law 

except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be 

expected to have a Material Adverse Effect. 

4.4 Power; Authorization; Enforceable Obligations. Subject to the entry of the Financing Orders, 

each Loan Party has the organizational power and organizational authority to make, deliver and perform 

the Loan Documents to which it is a party and to obtain extensions of credit hereunder. Each Loan Party 

has taken all necessary organizational action to authorize the execution, delivery and performance of the 

Loan Documents to which it is a party and to authorize the extensions of credit on the terms and 

conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in 

respect of, any Governmental Authority or any other Person is required in connection with the extensions 

of credit hereunder or with the execution, delivery, performance, validity or enforceability of this 

Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices which 

have been obtained or made and are in full force and effect, (ii) any consent, authorization or filing that 

may be required in the future the failure of which to make or obtain could not reasonably be expected to 

have a Material Adverse Effect, (iii) applicable Requirements of Law prior to foreclosure or other 

exercise of remedies hereunder and (iv) the entry of the Financing Orders. This Agreement has been, and 

each other Loan Document upon execution and delivery will be, duly executed and delivered by all Loan 

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Parties party thereto. Subject to the entry of the Financing Orders, this Agreement constitutes, and each 

other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan 

Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be 

limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the 

enforcement of creditors’ rights generally, laws of general application related to the enforceability of 

securities secured by real estate and by general equitable principles (whether enforcement is sought by 

proceedings in equity or at law) and (y) applicable Requirements of Law prior to foreclosure or other 

exercise of remedies hereunder. 

4.5 No Legal Bar. Subject to the entry of the Financing Orders, the execution, delivery and 

performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the 

borrowings hereunder and the use of the proceeds thereof will not violate in any material respect any 

Requirement of Law or any Contractual Obligation of PCG, the Borrower or any of their Significant 

Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their 

respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation 

(other than the Liens created by the Loan Documents and the Financing Orders). 

4.6 Litigation. (a) No litigation, investigation or proceeding of or before any arbitrator or 

Governmental Authority is pending or, to the knowledge of the Borrower, threatened in writing by or 

against PCG, the Borrower or any of their Significant Subsidiaries or against any of their material 

respective properties or revenues with respect to any of the Loan Documents. 

(b) No litigation, investigation or proceeding of or before any arbitrator or Governmental 

Authority is pending or, to the knowledge of the Borrower, threatened in writing by or against PCG, the 

Borrower or any of their Significant Subsidiaries or against any of their material respective properties or 

revenues, except as disclosed in the Specified Exchange Act Filings, that could reasonably be expected to 

have a Material Adverse Effect. 

4.7 No Default. No Default or Event of Default has occurred and is continuing. 

4.8 Taxes. PCG, the Borrower and each of their Significant Subsidiaries has filed or caused to 

be filed all Federal and state returns of income and franchise taxes imposed in lieu of net income taxes 

and all other material tax returns that are required to be filed and has paid all taxes shown to be due and 

payable on said returns or with respect to any claims or assessments for taxes made against it or any of its 

property by any Governmental Authority (other than (i) any amounts the validity of which are currently 

being contested in good faith by appropriate proceedings and with respect to which reserves in conformity 

with GAAP have been provided on the books of PCG, the Borrower or any of their Significant 

Subsidiaries, as applicable, (ii) claims which could not reasonably be expected to have a Material Adverse 

Effect and (iii) any amounts that need not be paid pursuant to an order of the Bankruptcy Court or 

pursuant to the Bankruptcy Code). No material tax Liens have been filed against PCG, the Borrower or 

any of its Significant Subsidiaries other than (A) Liens for taxes which are not delinquent or (B) Liens for 

taxes which are being contested in good faith by appropriate proceedings and with respect to which 

reserves in conformity with GAAP have been provided on the books of PCG, the Borrower or any of their 

Significant Subsidiaries, as applicable. 

4.9 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit 

hereunder, will be used for “buying” or “carrying” any “margin stock” within the respective meanings of 

each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any 

purpose that violates the provisions of the Regulations of the Board. 

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4.10 ERISA. Except as would not, individually or in the aggregate, reasonably be expected to, 

result in a Material Adverse Effect: (i) no Reportable Event has occurred during the six year period prior 

to the date on which this representation is made or deemed made with respect to any Plan, (ii) each Plan 

has complied with the applicable provisions of ERISA and the Code and applicable laws, (iii) there has 

been no (a) failure to make a required contribution to any Plan that would result in the imposition of a 

Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 

4068 of ERISA, or the arising of such a lien or encumbrance; or (b) “unpaid minimum required 

contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of 

the Code or Part 3 of Subtitle B of Title I of ERISA) with respect to any Plan, whether or not waived, (iv) 

no termination of a Single Employer Plan has occurred, (v) no Lien in favor of a Plan, Multiemployer 

Plan, or the PBGC has arisen which remains as of the date this representation is made, (vi) the present 

value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund 

such Plans under Section 430 of the Code) did not, as of the last annual valuation date prior to the date on 

which this representation is made or deemed made, exceed the value of the assets of such Plan allocable 

to such accrued benefits, (vii) neither the Borrower nor any Commonly Controlled Entity has had, or has 

received notice from a Multiemployer Plan regarding, a complete or partial withdrawal from any 

Multiemployer Plan, (viii) (a) neither the Borrower nor any Commonly Controlled Entity would become 

subject to any liability under ERISA if the Borrower or any Commonly Controlled Entity were to 

withdraw completely from any Multiemployer Plans as of the valuation date most closely preceding the 

date on which this representation is made or deemed made, and (b) no such Multiemployer Plan is in 

ERISA Insolvency, (ix) there has been no incurrence by the Borrower or any Commonly Controlled 

Entity of any liability pursuant to Section 4063 or 4064 of ERISA or a substantial cessation of operations 

with respect to a Plan within the meaning of Section 4062(e) of ERISA; (x) there has been no filing of or 

receipt by the Borrower or any Commonly Controlled Entity (or the plan administrator of any Plan) of a 

notice of intent to terminate a Single Employer Plan under, or the treatment of a plan amendment as a 

termination under, Section 4041 of ERISA; (xii) there has been no (a) appointment of a trustee to 

administer, or (b) institution by the PBGC of proceedings to terminate, a Plan subject to Title IV of 

ERISA other than a Multiemployer Plan or receipt by the Borrower or Commonly Controlled Entity (or 

the plan administrator of a Plan) of a notice by the PBGC seeking the appointment of a trustee to 

administer the Plan under Section 4042 of ERISA where such proceedings continue unstayed or in effect 

for more than 60 days, or such notice is not withdrawn by the PBGC within 60 days following delivery by 

PBGC; (xiii) there has been no posting of a bond or security under Section 436(f) of the Code with 

respect to any Plan; (xiv) there are no pending, or to the knowledge of the Borrower, threatened, claims, 

actions or lawsuits against the Borrower, any Commonly Controlled Entity, or any Plan, by any Plan, 

Multiemployer Plan, any participant therein, the PBGC, or any Governmental Authorities, with respect to 

any Plan or Multiemployer Plan (other than routine claims for benefits), and (xv) no material tax liability 

has been incurred with respect to any Plan (including Sections 4975, 4980B, 4980D, 4980H and 4980I of 

the Code, as applicable). No Plan is subject to the laws outside of the United States. 

4.11 Investment Company Act; Other Regulations. The Borrower is not an “investment 

company”, or a company “controlled” by an “investment company”, within the meaning of the 

Investment Company Act of 1940, as amended. On the date hereof, the Borrower is not subject to 

regulation under any Requirement of Law (other than (a) Regulation X of the Board, (b) Sections 817-

830, and Sections 701 and 851 of the California Public Utilities Code, to the extent not superseded by the 

Bankruptcy Code and (c) the Bankruptcy Code) that limits its ability to incur Indebtedness under this 

Agreement. 

4.12 Use of Proceeds. The proceeds of the Initial Term Loans, Revolving Loans and the Letters 

of Credit shall be used (i) for working capital and general corporate purposes and (ii) to pay fees, costs 

and expenses incurred in connection with the transactions contemplated by the Loan Documents and 

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professional and other fees and costs of administration incurred in connection with the Cases. For the 

avoidance of doubt, the proceeds of the Initial Term Loans may be used to repay outstanding Revolving 

Loans. 

4.13 Environmental Matters. Except as disclosed in the Specified Exchange Act Filings, the 

Borrower and its Significant Subsidiaries are not subject to any pending or outstanding violations or 

liabilities under Environmental Laws or relating to the disposal, spill or other release of Materials of 

Environmental Concern that would reasonably be expected to have a Material Adverse Effect, and, to the 

knowledge of the Borrower, there are no facts, circumstances or conditions that could reasonably be 

expected to give rise to such violations or liabilities. 

4.14 Regulatory Matters. Solely by virtue of the execution, delivery and performance of, or the 

consummation of the transactions contemplated by this Agreement, no Lender shall be or become subject 

to regulation (a) under the FPA or (b) as a “public utility” or “public service corporation” or the 

equivalent under any Requirement of Law. 

4.15 Sanctions; Anti-Corruption. None of the Borrower, any of its Subsidiaries, nor, to the 

knowledge of the Borrower, any director, officer, agent, Affiliate or employee of the Borrower or any of 

its Subsidiaries, or the Guarantor, is currently listed on the Specially Designated Nationals and Blocked 

Persons List or otherwise the subject of any U.S. sanctions administered by the Office of Foreign Assets 

Control of the U.S. Treasury Department (“OFAC”). None of the Borrower, any of its Subsidiaries nor, to 

the knowledge of the Borrower, any director, officer, agent, Affiliate or employee of the Borrower or any 

of its Subsidiaries, or the Guarantor, has taken any action, directly or indirectly, that would result in a 

violation in any material respect by any such Person of the United States Foreign Corrupt Practices Act of 

1977, as amended (“FCPA”) or of any other anti-bribery or anti-corruption laws, rules, regulations legally 

applicable to such parties (collectively, “Anti-Corruption Laws”). 

4.16 Security Interest. The Interim Order is (and the Final Order when entered will be) effective 

to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and 

enforceable perfected security interest in the Collateral and the proceeds thereof without the necessity of 

the execution of mortgages, security agreements, pledge agreements, financing statements or other 

agreements or documents with the priorities set forth in the Financing Orders. 

4.17 Financing Orders. 

(a) The Interim Order or, at all times after its entry by the Bankruptcy Court, the Final Order, is 

in full force and effect, and has not been reversed, modified, amended, stayed or vacated, in the case of 

any modification or amendment, in a manner that is adverse to the Lenders, without the consent (not to be 

unreasonably withheld) of the Administrative Agent. 

(b) Upon the occurrence of the Termination Date, the Lenders shall, subject to the provisions of 

Section 8, the applicable provisions of the applicable Financing Order and Requirements of Law, be 

entitled to immediate payment of the Obligations, and to enforce the remedies provided for under the 

Loan Documents in accordance with the terms thereof and such Financing Order, as applicable, without 

further application to or order by the Bankruptcy Court. 

4.18 Superpriority Claims; Liens. Upon the entry of each of the Interim Order and the Final 

Order, each such Financing Order and the Loan Documents are sufficient to provide the DIP 

Superpriority Claims and security interests and Liens on the Collateral of the Loan Parties described in, 

and with the priority provided in, the Loan Documents. 

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4.19 Disclosure. As of the Closing Date, all written information relating to the Loan Parties, 

their Subsidiaries and their respective businesses, other than any financial projections and information of 

a general economic or industry specific nature, that has been provided by or on behalf of the Loan Parties 

to the Administrative Agent or the Lenders in connection with the transactions contemplated hereby does 

not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact 

necessary in order to make the statements contained therein not materially misleading in light of the 

circumstances under which such statements were made (giving effect to all supplements thereto). The 

Projections that have been made available to any Lenders or the Administrative Agent prior to the Closing 

Date in connection with the Facilities have been prepared in good faith based upon assumptions believed 

by the Borrower to be reasonable as of the date such Projections were furnished to the Lenders and as of 

the Closing Date (it being understood that actual results may vary materially from such Projections and 

such Projections are not a guarantee of performance). As of March 26, 2018, the Loan Parties were not 

engaged in any material transaction with a related person that would have been required to be reported 

pursuant to Item 404 of Regulation S-K of the Securities Exchange Act of 1933, as amended from time to 

time, other than as set forth in the Loan Parties’ joint proxy statement filed with the SEC on Schedule 

14A on March 26, 2018. 

SECTION 5. CONDITIONS PRECEDENT 

5.1 Conditions to the Closing Date. The occurrence of the Closing Date and the effectiveness of 

this Agreement is subject to the satisfaction (or waiver, in writing, by the Administrative Agent) of the 

following conditions precedent: 

(a) Credit Agreement. The Administrative Agent shall have received this Agreement, executed 

and delivered by each Loan Party. 

(b) Cases; Debtors. The Cases shall have been commenced, and all debtors and debtors-inpossession in the Cases shall be Loan Parties. 

(c) Fees. Substantially concurrently with the funding of the Loans on the Closing Date, the 

Lenders, the Arrangers, the Administrative Agent and the Collateral Agent shall have received all fees 

required to be paid, and all expenses for which invoices have been presented at least one Business Day 

prior to the Closing Date (including the reasonable fees and expenses of legal counsel of the 

Administrative Agent) shall have been paid. 

(d) Closing Certificate; Certified Articles of Incorporation; Good Standing Certificates. The 

Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, 

substantially in the form of Exhibit F, with appropriate insertions and attachments, including the articles 

of incorporation or other equivalent organizational document of such Loan Party certified as of a recent 

date by the Secretary of State (or other similar official) of such Loan Party’s jurisdiction of organization, 

and (ii) a good standing certificate for each Loan Party from the Secretary of State (or other similar 

official) of such Loan Party’s jurisdiction of organization (to the extent such concept or a similar concept 

exists under the laws of such jurisdiction); such closing certificate shall contain a confirmation by the 

Borrower that the conditions precedent set forth in this Section 5.1 have been satisfied. 

(e) Legal Opinion. The Administrative Agent shall have received the New York and U.S. federal 

law legal opinion of Cravath, Swaine & Moore LLP, special New York counsel to the Loan Parties, in a 

form reasonably satisfactory to it. 

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(f) Representations and Warranties. Each of the representations and warranties made by the 

Loan Parties in this Agreement that does not contain a materiality qualification shall be true and correct in 

all material respects on and as of the Closing Date, and each of the representations and warranties made 

by the Loan Parties in this Agreement that contains a materiality qualification shall be true and correct on 

and as of the Closing Date (or, to the extent such representations and warranties specifically relate to an 

earlier date, that such representations and warranties were true and correct in all material respects, or true 

and correct, as the case may be, as of such earlier date). 

(g) No Default. No Default or Event of Default shall have occurred and be continuing. 

(h) Collateral. The Collateral Agent shall have received a valid and perfected security interest in 

the Collateral covered by the Security Documents (to the extent and with the priority contemplated 

therein), it being understood and agreed that security and perfection provisions in the Interim Order shall 

be deemed to satisfy this condition precedent upon the entry thereof. 

(i) 13-Week Forecast. The Administrative Agent and the Lenders shall have received a 13-Week 

Forecast, beginning with and inclusive of the week ended February 2, 2019. 

(j) DIP Projections. The Administrative Agent and the Lenders shall have received financial 

projections for the Debtors through December 31, 2020 (the “Projections”) (it being acknowledged and 

agreed by the Administrative Agent and the Lenders that such Projections were contained in the Lender 

Presentation, dated January 23, 2019, provided to the Administrative Agent and the Lenders). 

(k) Interim Order. The Interim Order shall have been entered by the Bankruptcy Court in the 

Cases not later than 5 Business Days after the date of commencement of the Cases and shall be in full 

force and effect and shall not have been reversed, modified, amended, stayed or vacated, in the case of 

any modification or amendment, in a manner that is adverse to the Lenders, without the consent (not to be 

unreasonably withheld) of the Administrative Agent. 

(l) First Day Orders. The Administrative Agent shall have received evidence of the entry of all 

First Day Orders, in form and substance reasonably satisfactory to the Administrative Agent. 

(m) Trustees and Examiners. No trustee or examiner with enlarged powers (having powers 

beyond those set forth in Sections 1106(a)(3) and 1106(a)(4)) shall have been appointed with respect to 

the operations or the business of the Debtors. 

(n) KYC Information. At least three (3) Business Days prior to the Closing Date, the 

Administrative Agent and each Lender shall have received all documentation and information relating to 

the Loan Parties as is reasonably requested in writing by the Administrative Agent and/or any such 

Lender at least ten (10) Business Days prior to the Closing Date that is required by Governmental 

Authorities under applicable “know your customer” and anti-money laundering rules and regulations, 

including the Patriot Act and the Beneficial Ownership Regulation. If the Borrower qualifies as a “legal 

entity customer” under the Beneficial Ownership Regulation and the Administrative Agent or any Lender 

so request at least five Business Days prior to the Closing Date, then at least one Business Day prior to 

the Closing Date, the Borrower shall have delivered to the Administrative Agent and/or any such Lender 

a Beneficial Ownership Certification in relation to the Borrower. 

(o) Absence of Proceedings. As of the Closing Date, other than with respect to matters that have 

been publicly disclosed in a manner reasonably designed to achieve broad dissemination, there shall not 

be any action, suit, investigation, litigation or proceeding, or regulatory action or proceeding, pending or, 

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to the knowledge of the Borrower, threatened that is not stayed and that could reasonably be expected to 

result in a material adverse change to the Loan Parties’ business, taken as a whole. 

5.2 Conditions to Each Credit Event. The agreement of each Lender to make any Loan or to 

issue or extend the expiry date under, or participate in, a Letter of Credit (other than the extension of a 

Letter of Credit pursuant to the evergreen provisions therein) (each, a “Credit Event”), including each 

Issuing Lender to issue a Letter of Credit, on any date (including any Credit Event to occur on the Closing 

Date) is subject to the satisfaction (or waiver, in writing, by the Administrative Agent) of the following 

conditions precedent: 

(a) Representations and Warranties. Each of the representations and warranties made by the 

Loan Parties in this Agreement that does not contain a materiality qualification shall be true and correct in 

all material respects on and as of the date of such Credit Event as if made on and as of such date, and each 

of the representations and warranties made by the Loan Parties in this Agreement that contains a 

materiality qualification shall be true and correct on and as of such date (or, to the extent such 

representations and warranties specifically relate to an earlier date, that such representations and 

warranties were true and correct in all material respects, or true and correct, as the case may be, as of such 

earlier date). 

(b) No Default. No Default or Event of Default shall have occurred and be continuing on the 

date of such Credit Event or after giving effect to the Credit Event requested to be made on such date. 

(c) Financing Order. The Interim Order or the Final Order, as the case may be, shall be in full 

force and effect and shall not have been reversed, modified, amended, stayed or vacated, in the case of 

any modification or amendment, in a manner that is adverse to the Lenders, without the consent (not to be 

unreasonably withheld) of the Administrative Agent. 

(d) Borrowing Notice. The Administrative Agent shall have received a notice of borrowing in 

accordance with the requirements of Section 2.2. 

Each borrowing of Loans hereunder, and each request by the Borrower for the issuance of or extension of 

an expiry date under a Letter of Credit hereunder (other than the extension of a Letter of Credit pursuant 

to the evergreen provisions therein), shall constitute a representation and warranty by the Borrower as of 

the date of such Credit Event that the conditions contained in this Section 5.2 have been satisfied. 

5.3 Conditions to Borrowing on the Full Availability Date. The obligation of each Lender to 

make Loans hereunder and of each Issuing Lender to issue Letters of Credit hereunder in an aggregate 

amount in excess of the Interim Availability Amount is subject to the satisfaction (or waiver, in writing, 

by the Administrative Agent) of the following conditions precedent: 

(a) Final Order. The Final Order shall have been entered by the Bankruptcy Court in the Cases 

and shall be in full force and effect and shall not have been reversed, modified, amended, stayed or 

vacated, in the case of any modification or amendment, in a manner that is adverse to the Lenders, 

without the consent (not to be unreasonably withheld) of the Administrative Agent. 

(b) General Conditions. The conditions contained in Section 5.2 have been satisfied. 

(c) Fees. The Lenders, the Arrangers and the Administrative Agent shall have received all fees 

required to be paid, and all expenses of the Lenders, the Administrative Agent and the Collateral Agent 

for which invoices have been presented (including the reasonable fees and expenses of legal counsel of 

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the Administrative Agent) substantially concurrently with the funding of the Loans on the Full 

Availability Date. 

SECTION 6. AFFIRMATIVE COVENANTS 

The Loan Parties hereby agree that, so long as the Commitments remain in effect, or any Letter of 

Credit (other than any Letter of Credit that has been “backstopped” or Cash Collateralized), any Loan, 

any interest on any Loan or any fee payable to any Lender or the Administrative Agent hereunder remains 

outstanding, or any other amount then due and payable is owing to any Lender or the Administrative 

Agent hereunder, each Loan Party shall and, with respect to Sections 6.3 and 6.6(b), shall cause its 

Significant Subsidiaries to: 

6.1 Financial Statements. Furnish to the Administrative Agent with a copy for each Lender, and 

the Administrative Agent shall deliver to each Lender: 

(a) as soon as available, but in any event within 120 days after the end of each fiscal year of 

PCG, a copy of the audited consolidated balance sheet of PCG and its consolidated Subsidiaries as at the 

end of such year and the related audited consolidated statements of operations and cash flows for such 

year, setting forth in each case in comparative form the figures for the previous year, reported on by 

Deloitte & Touche LLP or other independent certified public accountants of nationally recognized 

standing; and 

(b) as soon as available, but in any event not later than 60 days after the end of each of the first 

three quarterly periods of each fiscal year of PCG, the unaudited consolidated balance sheet of PCG and 

its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated 

statements of operations and cash flows for such quarter and the portion of the fiscal year through the end 

of such quarter, setting forth in each case in comparative form the figures for the previous year, certified 

by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit 

adjustments). 

All such financial statements shall be complete and correct in all material respects and shall be prepared 

in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or 

officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods 

reflected therein and with prior periods. The Loan Parties shall be deemed to have delivered the financial 

statements required to be delivered pursuant to this Section 6.1 upon the filing or furnishing of such 

financial statements by PCG through the SEC’s EDGAR system (or any successor electronic gathering 

system that is publicly available free of charge) or the publication by PCG of such financial statements on 

its website. 

6.2 Certificates; Other Information. Furnish to the Administrative Agent for distribution to the 

Lenders (or, in the case of clause (e), the relevant Lender): 

(a) within two Business Days after the delivery of any financial statements pursuant to 

Section 6.1, a certificate of a Responsible Officer stating that such Responsible Officer has obtained no 

knowledge of any Default or Event of Default except as specified in such certificate; 

(b) within five days after the same are sent, copies of all financial statements and reports that the 

Borrower sends to the holders of any class of its debt securities or public equity securities, provided that, 

such financial statements and reports shall be deemed to have been delivered upon the filing of such 

financial statements and reports by the Borrower through the SEC’s EDGAR system (or any successor 

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electronic gathering system that is publicly available free of charge) or publication by the Borrower of 

such financial statements and reports on its website; 

(c) within five (5) Business Days after the end of each 4-week period, commencing with the 4-

week period ending February 23, 2019, an updated 13-Week Forecast; provided that it is understood and 

agreed that 13-Week Forecasts are provided hereunder solely for informational purposes and do not give 

rise to any obligation of PCG, the Borrower or their Subsidiaries to achieve such forecasts; 

(d) concurrently with the delivery of each 13-Week Forecast, a variance report (each, a 

“Variance Report”) for any prior 4-week period included in the latest 13-Week Forecast delivered 

pursuant to Section 6.2(c) above, (A) showing, for each week, actual total net cash receipts and 

disbursements, (B) noting therein variances on a rolling 4-week and cumulative (from the beginning of 

the Cases) basis from projected values set forth for such periods in the relevant 13-Week Forecast and (C) 

providing an explanation for all material variances, certified by a Responsible Officer; provided that, for 

the avoidance of doubt, the existence of any variance (whether material or not) shall not constitute a 

Default or an Event of Default; and 

(e) promptly, such additional financial and other information as any Lender, through the 

Administrative Agent, may from time to time reasonably request.

In addition, the Loan Parties shall use commercially reasonable efforts to provide the Administrative 

Agent with copies of all financial and other information concerning the Company delivered to any 

Committee in connection with (i) a formal request made by any Committee to the Loan Parties or (ii) 

periodic updates provided by the Loan Parties to any Committee, in each case subject to the final proviso 

set forth in Section 6.6. 

6.3 Payment of Taxes. Pay all taxes due and payable or any other tax assessments made against 

PCG, the Borrower or any of their Significant Subsidiaries or any of their respective property by any 

Governmental Authority (other than (i) any amounts the validity of which are currently being contested in 

good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have 

been provided on the books of PCG, the Borrower or any of its Subsidiaries, as applicable, (ii) where the 

failure to effect such payment could not reasonably be expected to have a Material Adverse Effect or (iii) 

for which payment is excused under the Bankruptcy Code). 

6.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and 

effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and 

franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise 

permitted by Section 7.5 and except, in the case of clause (ii) above, to the extent that failure to do so 

could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual 

Obligations except to the extent that failure to comply therewith could not, in the aggregate, reasonably be 

expected to have a Material Adverse Effect and (c) comply with all Requirements of Law except to the 

extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a 

Material Adverse Effect. 

6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its 

business in good working order and condition, ordinary wear and tear excepted, except as otherwise 

permitted by Section 7.5 and except to the extent that failure to do so could not, in the aggregate, 

reasonably be expected to have a Material Adverse Effect, and (b) maintain with financially sound and 

reputable insurance companies insurance on all its material property in at least such amounts and against 

at least such risks as are usually insured against in the same general area by companies engaged in the 

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same or a similar business of comparable size and financial strength and owning similar properties in the 

same general areas in which the Borrower operates, which may include self-insurance, if determined by 

the Borrower to be reasonably prudent, and cause, promptly, but in any event within 90 days of the 

Closing Date (as such time period may be extended by the Administrative Agent), the Collateral Agent to 

be listed as a co-loss payee on material insurance policies of each Loan Party and as an additional insured 

on material liability policies of each Loan Party. 

6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records 

and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law 

shall be made of all dealings and transactions in relation to its business and activities and (b) unless an 

Event of Default has occurred and is continuing, not more than once a year and after at least five Business 

Days’ notice, (i) permit representatives of any Lender to visit and inspect any of its properties and 

examine and make abstracts from any of its books and records at any reasonable time to discuss the 

business, operations, properties and financial and other condition of PCG, the Borrower and their 

Significant Subsidiaries with officers and employees of PCG, the Borrower and their Significant 

Subsidiaries and (ii) use commercially reasonable efforts to provide for the Lenders (in the presence of 

representatives of the Borrower) to meet with the independent certified public accountants of PCG and its 

Subsidiaries; provided, that any such visits or inspections shall be subject to such conditions as PCG, the 

Borrower and each of their Significant Subsidiaries shall deem necessary based on reasonable 

considerations of safety and security; and provided, further, that none of PCG, the Borrower nor any of 

their Significant Subsidiaries shall be required to disclose any information which is subject to the 

attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to 

prevent the loss of such privilege in connection with such information or which is prevented from 

disclosure pursuant to a confidentiality agreement with third parties. 

6.7 Notices. Promptly give notice to the Administrative Agent with a copy for each Lender of, 

and the Administrative Agent shall deliver such notice to each Lender: 

(a) when known to a Responsible Officer, the occurrence of any Default, Event of Default or any 

event that would reasonably be expected to result in a Material Adverse Effect; 

(b) at any time after ratings of the Facilities from S&P or Moody’s have been obtained, any 

change in such ratings; and 

(c) of any ERISA Event which, individually or in the aggregate, results or would reasonably be 

expected to result, in material liability to the Borrower (provided, that, for this purpose, the condition 

precedent of PBGC proceedings continuing unstayed or in effect for more than 60 days, or notice not 

having been withdrawn by the PBGC within 60 days following delivery by PBGC, shall be disregarded). 

6.8 Maintenance of Licenses, etc. Maintain in full force and effect any authorization, consent, 

license or approval of any Governmental Authority necessary for the conduct of the Borrower’s business 

as now conducted by it or necessary in connection with this Agreement, except to the extent the failure to 

do so could not reasonably be expected to have a Material Adverse Effect. 

6.9 Ratings. Use commercially reasonable efforts to obtain ratings (but no specific rating) for 

each of the Facilities from each of Moody’s and S&P within 30 days following the Closing Date. 

6.10 Further Assurances; Certain Properties. 

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(a) (i) Within thirty (30) days following the Closing Date, deliver to the Administrative Agent a 

schedule of all real property owned or leased by any Loan Party as of the Closing Date, certified by the 

Borrower as an accurate list of all real property owned or leased by the Borrower (provided that 

Borrower’s failure to list any real property with a book value or fair market value not in excess of 

$5,000,000 will not result in an Event of Default under this Agreement), (ii) promptly upon the 

acquisition of any real property after the Closing Date, notify the Administrative Agent in writing of such 

acquisition of such real property (provided that Borrower’s failure to notify the Administrative Agent of 

any real property with a book value or fair market value not in excess of $5,000,000 will not result in an 

Event of Default under this Agreement), and (iii) promptly upon request by the Administrative Agent, 

each Loan Party will (x) deliver, with respect to each real property of such Loan Party, if such real 

property is a Flood Hazard Property, (A) the applicable Loan Party’s written acknowledgment of receipt 

of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood 

Hazard Property, and (2) as to whether the community in which each such Flood Hazard Property is 

located is participating in the National Flood Insurance Program, and (B) copies of any then-existing 

insurance policies or certificates of insurance of the Loan Parties and each Subsidiary evidencing flood 

insurance and naming the Collateral Agent and its successors and/or assigns as co-loss payee on behalf of 

the Lenders, (y) cooperate with the Administrative Agent to obtain completed “Life of Loan” Federal 

Emergency Management Agency Standard Flood Hazard Determinations with respect to each such real 

property (together with a notice about special flood hazard area status and flood disaster assistance duly 

executed by each Loan Party relating thereto), and (z) cooperate with the Administrative Agent to the 

extent necessary to permit the Administrative Agent and each Lender to complete any other flood 

diligence reasonably required in the Administrative Agent’s or such Lender’s sole discretion for each 

such real property. 

6.11 Other Bankruptcy Matters. 

(a) Comply in all material respects with all of the requirements and obligations set forth in the 

Financing Orders and in all material respects with any other orders entered in the Cases to the extent 

relevant to the interests of the Lenders, in each case after the entry thereof. 

(b) Provide copies of all of the Debtors’ proposed material substantive pleadings and orders in 

the Cases to the Administrative Agent and its counsel, in each case, with reasonably sufficient time for 

review and comment by such counsel no later than 3 calendar days prior to filing; provided that if the 

Borrower reasonably determines that, in light of the relevant circumstances at such time, providing a copy 

of a proposed pleading or order with sufficient time for review and comment would be impracticable, the 

Borrower shall instead be obligated to provide such copy as promptly as is reasonably practicable. 

6.12 Use of Proceeds. The Borrower shall not use the proceeds of the Term Loans, Revolving 

Loans or the Letters of Credit in any manner other than as described in Section 4.12. The Borrower shall 

not use the proceeds of Term Loans, Revolving Loans or Letters of Credit, or lend, contribute or 

otherwise make available such proceeds (a) to any Subsidiary, Affiliate, joint venture partner or other 

person or entity, to fund the activities of any person, or in any country or territory, that, at the time of such 

funding, is currently the subject of any U.S. sanctions administered by OFAC or (b) directly, or, to the 

knowledge of the Borrower, indirectly, for any payments to any governmental official or employee, 

political party, official of a political party, candidate for political office, or anyone else acting in an 

official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in 

violation of the FCPA or of any Anti-Corruption Laws. 

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SECTION 7. NEGATIVE COVENANTS 

The Loan Parties hereby agree that, so long as the Commitments remain in effect, or any Letter of 

Credit (other than any Letter of Credit that has been “backstopped” or Cash Collateralized), any Loan, 

any interest on any Loan or any fee payable to any Lender or the Administrative Agent hereunder remains 

outstanding, or any other amount then due and payable is owing to any Lender or the Administrative 

Agent hereunder, each Loan Party shall not and, shall not permit its Subsidiaries to: 

7.1 Indebtedness. Create, incur, assume or permit to exist any Indebtedness, except for: 

(a) Indebtedness arising under the Loan Documents (including any Indebtedness incurred 

pursuant to Section 2.3); 

(b) (i) unsecured Indebtedness of the Loan Parties and their Subsidiaries existing on the Closing 

Date and (ii) secured Indebtedness of the Loan Parties and their Subsidiaries existing on the Closing Date 

and, to the extent in excess of $25,000,000, set forth on Schedule 7.1(b); provided that any debt owing to 

any Subsidiary that is not a Loan Party is (x) unsecured and (y) subordinated in right of payment to the 

Obligations; 

(c) Indebtedness among the Loan Parties and their respective Subsidiaries permitted by Section 

7.4; 

(d) Indebtedness (i) pursuant to tenders, statutory obligations, bids, leases, governmental 

contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or 

other similar obligations incurred in the ordinary course of business and (ii) in respect of letters of credit, 

bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing 

items; 

(e) (i) Guarantees of the obligations of suppliers, customers and licensees in the ordinary course 

of business, (ii) Indebtedness incurred in the ordinary course of business to pay the deferred purchase 

price of goods or services or progress payments in connection with such goods and services and (iii) 

Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments 

supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of 

business, workers compensation claims or other employee benefits; 

(f) Guarantees of Indebtedness otherwise permitted to be incurred pursuant to this Section 7.1; 

provided that, in the case of any guarantee by any Loan Party of the obligations of any Subsidiary that is 

not a Loan Party, the related Investment is permitted under Section 7.4; 

(g) Indebtedness consisting of (i) the financing of insurance premiums and/or (ii) take-or-pay 

obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(h) Indebtedness with respect to Capital Lease Obligations and purchase money Indebtedness 

incurred in the ordinary course of its business; provided that the aggregate outstanding principal amount 

of Indebtedness with respect to Capital Lease Obligations shall not exceed $500,000,000 (or the 

equivalent in any other currency) plus the amount of any such Indebtedness in connection with a sale and 

leaseback transaction set forth on Schedule 7.3; 

(i) (x) Cash Management Obligations (to the extent constituting Indebtedness) and (y) 

Indebtedness under any Swap Agreement permitted under Section 7.10; 

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(j) Indebtedness arising from any agreement providing for indemnification, adjustment or 

purchase price or similar obligations (including contingent earn-out obligations) incurred in connection 

with any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to 

the Closing Date or any other purchase of assets or Capital Stock, and Indebtedness arising from 

guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments 

securing the performance of any Loan Party or its Subsidiaries pursuant to any such agreement; 

(k) Indebtedness in respect of banking services and incentive, supplier finance or similar 

programs incurred in the ordinary course of business; 

(l) customer deposits and advance payments received in the ordinary course of business from 

customers for goods and services purchased in the ordinary course of business; 

(m) Indebtedness representing deferred compensation to employees, consultants or independent 

contractors of any Loan Party or its Subsidiaries incurred in the ordinary course of business; and 

(n) other Indebtedness in an aggregate outstanding principal amount not to exceed $150,000,000 

(or the equivalent in any other currency). 

7.2 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether 

now owned or hereafter acquired, except for: 

(a) Liens for Taxes not yet due or that are being contested in good faith by appropriate 

proceedings; provided that adequate reserves with respect thereto are maintained on the books of the 

relevant Loan Party or the relevant Subsidiary, as the case may be, in conformity with GAAP; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens 

arising in the ordinary course of business; 

(c) pledges or deposits in connection with workers’ compensation, employee benefits, including 

Plans, unemployment insurance and other social security legislation or in connection with compliance 

with Environmental Law; provided that no more than $275,000,000 may be pledged or deposited at any 

time in connection with employee benefits or Plans pursuant to Section 7.2(c); 

(d) deposits (including retainers or other similar deposits provided to professionals retained by 

any Loan Party or its Subsidiaries in connection with providing services in connection with the Cases or 

in the ordinary course of business) to secure (i) the performance of bids, trade contracts (other than for 

borrowed money), leases, statutory and regulatory obligations, governmental contracts, agreements with 

utilities, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in 

the ordinary course of business or (ii) letters of credit, bank guaranties or similar instruments to support 

any of the foregoing items; 

(e) easements, rights-of-way, conservation easements, restrictions and other similar 

encumbrances incurred in the ordinary course of business that, in the aggregate, do not materially 

interfere with the ordinary conduct of the business of the Loan Parties or any of their respective 

Subsidiaries; 

(f) Liens in existence on the Closing Date and, to the extent securing Indebtedness in excess of 

$25,000,000 or in respect of an obligation evidenced by the filing a UCC financing statement, in each 

case, set forth on Schedule 7.2(f); provided that no such Lien is extended to cover any additional property 

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after the Closing Date (except for accessions to the property and the proceeds thereof) and that the 

amount of Indebtedness secured thereby is not increased; 

(g) valid, perfected, nonavoidable liens perfected after the Petition Date solely to the extent 

permitted under Section 546(b) of the Bankruptcy Code; 

(h) Liens securing the Obligations; 

(i) precautionary or purported Liens evidenced by the filing of UCC financing statements or 

similar financing statements under applicable Requirements of Law; 

(j) leases, licenses, subleases or sublicenses granted to others not interfering in any material 

respect with the business of the Loan Parties and their Subsidiaries, in each case, in the ordinary course of 

business which do not secure any Indebtedness; 

(k) Liens on insurance policies and the proceeds thereof securing the financing of the premiums 

with respect thereto; 

(l) any interest or title of a lessor under any lease entered into by a Loan Party or any Subsidiary 

thereof in the ordinary course of business and covering only the assets so leased; 

(m) (i) Liens on assets securing judgments, awards, attachments and/or decrees and notices of lis 

pendens and associated rights relating to litigation being contested in good faith not constituting an Event 

of Default hereunder so long as the enforcement of any such Lien on any Collateral is stayed and (ii) any 

pledge and/or deposit securing any settlement of litigation; 

(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for 

the sale of any asset in the ordinary course of business and permitted by this Agreement; 

(o) Liens (i) in favor of any Loan Party and/or (ii) granted by any Subsidiary that is not a Loan 

Party in favor of any other Subsidiary that is not a Loan Party, in each case of the foregoing clauses (i) 

and (ii), securing intercompany Indebtedness permitted under Section 7.1; 

(p) Liens solely on any cash earnest money deposits made by the Loan Parties and/or any of their 

Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Investment 

permitted hereunder; 

(q) Liens securing Indebtedness in connection with Capital Lease Obligations and purchase 

money Indebtedness permitted under Section 7.1(h); provided that (i) such Liens shall be created 

substantially simultaneously with the incurrence of such Indebtedness or within 180 days after completion 

of the acquisition, construction, repair, restoration, replacement, expansion, installation or improvement 

(as applicable) of the property subject to such Liens and (ii) such Liens attach at all times only to the 

property so financed except (A) for accessions to the property and the proceeds thereof and (B) that 

individual financings of property provided by one lender may be cross collateralized to other financings 

of property provided by such lender; 

(r) rights reserved to or vested in others to take or receive any part of, or royalties related to, the 

power, gas, oil, coal, lignite or other minerals or timber generated, developed, manufactured or produced 

by, or grown on, or acquired with, any property of PCG and its Subsidiaries in the ordinary course of 

business; 

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(s) Liens upon the production from property of power, gas, oil, coal, lignite or other minerals or 

timber, and the by-products and proceeds thereof, to secure the obligations or pay all or part of the 

expenses of development of such property only out of such production or proceeds incurred in the 

ordinary course of business; 

(t) Liens arising out of all presently existing and future division and transfer orders, advance 

payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas 

balancing or deferred production agreements, pooling, unitization or communitization agreements, 

pipeline, gathering or transportation agreements, platform agreements, cycling agreements, construction 

agreements, shared facilities agreements, salt water or other disposal agreements, leases or rental 

agreements, farm-out and farm-in agreements, development agreements, and any and all other contracts 

or agreements covering, arising out of, used or useful in connection with or pertaining to the 

development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, 

treatment, compression, gathering, transportation, processing, improvement, marketing, disposal or 

handling of any property of PCG and its Subsidiaries; provided that such agreements are entered into in 

the ordinary course of business; 

(u) Liens on cash and Permitted Cash Equivalents (i) deposited by the Loan Parties or their 

Subsidiaries in margin accounts with or on behalf of brokers, credit clearing organizations, independent 

system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures 

contract brokers, customers, trading counterparties or any other parties or issuers of surety bonds, (ii) 

pledged or deposited as collateral by the Loan Parties or their Subsidiaries with any of the entities 

described in clause (i) above to secure their respective obligations, in the case of each of clauses (i) and 

(ii), with respect to (A) any contracts and transactions for the purchase, sale, exchange of, or the option 

(whether physical or financial) to purchase, sell or exchange (1) natural gas, (2) electricity, (3) coal, (4) 

petroleum-based liquids, (5) oil, (6) nuclear fuel (including enrichment and conversion), (7) emissions or 

other environmental credits, (8) waste byproducts, (9) weather, (10) power and other generation capacity, 

(11) heat rate, (12) congestion, (13) renewal energy credit or (14) any other energy-related commodity or 

services or derivative (including ancillary services and related risk (such as location basis) or weather 

related risk); (B) any contracts or transactions for the purchase, processing, transmission, transportation, 

distribution, sale, lease, hedge or storage of, or any other services related to any commodity or service 

identified in subparts (1) – (14) above, including any capacity agreement; (C) any financial derivative 

agreement (including but not limited to swaps, options or swaptions) related to any commodity identified 

in subparts (1) – (14) above, or to any interest rate or currency rate management activities; (D) any 

agreement for membership or participation in an organization that facilitates or permits the entering into 

or clearing of any Netting Agreement, any insurance or self insurance arrangements or any agreement 

described in this Section 7.2(u); (E) any agreement combining part or all of a Netting Agreement or part 

or all of any of the agreements described by this Section 7.2(u); (F) any document relating to any 

agreement described in this Section 7.2(u) that is filed with a Governmental Authority and any related 

service agreements; or (G) any commercial or trading agreements, each with respect to, or involving the 

purchase, transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or 

any other energy related commodity or service, price or price indices for any such commodities or 

services or any other similar derivative agreements, and any other similar agreements, Netting 

Agreements, Swap Agreements and letters of credit supporting any agreements described in clauses (A) 

through (G) of this Section 7.2(u) (collectively, “Permitted Agreements”), Netting Agreements and Swap 

Agreements, or (iii) deposited by Loan Parties or their Subsidiaries to secure obligations to suppliers, 

distributors, licensors and licensees in the ordinary course of business and/or to secure Investments 

permitted to be made pursuant to Section 7.4(f), in each case of this clause (u), in the ordinary course of 

business; 

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(v) any set-off or netting rights granted by the Loan Parties or their Subsidiaries pursuant to any 

Swap Agreement, Netting Agreement or Permitted Agreement, solely in respect of amounts owing under 

such agreements in the ordinary course of business; and 

(w) Liens not otherwise permitted by this Section 7.2 so long as the aggregate outstanding 

principal amount of the obligations secured thereby does not exceed $25,000,000 (or the equivalent in any 

other currency) at any one time. 

7.3 Sale and Lease Back Transactions. Enter into any arrangement, directly or indirectly, with 

any Person (other than a Loan Party) whereby it shall sell or transfer any property, real or personal, used 

or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such 

property or other property that it intends to use for substantially the same purpose or purposes as the 

property being sold or transferred, except for (a) such arrangements existing as of the date hereof, (b) 

such arrangements set forth on Schedule 7.3 and (c) any such sale of any fixed or capital assets by PCG or 

any Subsidiary that is made for cash consideration; provided that, if such sale and leaseback results in a 

Capital Lease Obligation, such Capital Lease Obligation is permitted by Section 7.1 and any Lien made 

the subject of such Capital Lease Obligation is permitted by Section 7.2. For the avoidance of doubt, any 

Disposition pursuant to this Section 7.3 shall be subject to Section 2.6(b). 

7.4 Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any 

merger, consolidation or amalgamation with a Person that is not a Loan Party immediately prior to such 

merger, consolidation or amalgamation) any Capital Stock, evidences of Indebtedness or other securities 

of, make or permit to exist any loans or advances to or guarantees of the obligations of, or make or permit 

to exist any investment or any other interest in (each, an “Investment”), any other Person, except: 

(a) (i) Investments existing on, or made pursuant to a legally binding written commitment in 

existence on, the Closing Date and (ii) any modification, replacement, renewal or extension of any 

Investment described in clause (i) above so long as no such modification, renewal or extension increases 

the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 7.4; 

(b) (i) Investments existing on the Closing Date in the Loan Parties or any of their Subsidiaries, 

(ii) Investments made by any Loan Party in any other Loan Party, (iii) Investments made by a Subsidiary 

that is not a Loan Party in any Loan Party or any Subsidiary and (iv) Investments by any Loan Party in 

any wholly owned Subsidiary that is not a Loan Party in an aggregate outstanding principal amount not to 

exceed $50,000,000; 

(c) Guarantees permitted under Section 7.1 (other than pursuant to Section 7.1(f)); 

(d) Swap Agreements permitted under Section 7.10; 

(e) Permitted Cash Equivalents; 

(f) Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made 

in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the 

form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary 

course of business or, in the case of clause (iii) to the extent necessary to maintain the ordinary course of 

supplies; 

(g) Investments consisting of extensions of credit in the nature of accounts receivable or notes 

receivable arising from the grant of trade credit in the ordinary course of business; 

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(h) Investments (including Indebtedness and Capital Stock) received (i) in connection with the 

bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or other 

disputes with, customers, suppliers and other account debtors arising in the ordinary course of business, 

(iii) upon foreclosure with respect to any secured Investment or other transfer of title with respect to any 

secured Investment and/or (iv) as a result of the settlement, compromise or resolution of litigation, 

arbitration or other disputes; 

(i) Investments consisting of the licensing of intellectual property rights pursuant to joint 

marketing arrangements with other Persons entered into in the ordinary course of business; 

(j) loans and advances not to exceed $25,000,000 in the aggregate outstanding at any one time to 

officers, directors, employees and consultants of the Loan Parties and theirs Subsidiaries for reasonable 

and customary business-related travel, entertainment, relocation and analogous ordinary business 

purposes (including employee payroll advances); 

(k) Investments constituting non-cash proceeds of Dispositions of assets to the extent received in 

a Disposition permitted by Section 7.5(e) or (s); 

(l) Investments relating to decommission trusts and insurance and self-insurance organizations or 

arrangements in the ordinary course of business; 

(m) Investments required to comply with any requirement of a Governmental Authority or a 

Requirement of Law; 

(n) Investments in the form of, or pursuant to, operating agreements, working interests, royalty 

interests, mineral leases, processing agreements, farm-out agreements, contracts for the sale, 

transportation or exchange of oil and natural gas or other fuel or commodities, unitization agreements, 

pooling agreements, area of mutual interest agreements, production sharing agreements or other similar or 

customary agreements, transactions, properties, interests or arrangements, and Investments and 

expenditures in connection therewith or pursuant thereto, in each case, made or entered into in the 

ordinary course of business; 

(o) Investments in wind or other renewable energy projects or in any nuclear power or energy 

joint venture in an aggregate amount not to exceed $100,000,000 at any time outstanding; and 

(p) other Investments in an aggregate amount at any time outstanding not to exceed 

$150,000,000 (or the equivalent in any other currency). 

7.5 Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with 

any other Person, or permit any other Person to merge into or consolidate with it, liquidate, wind up or 

dissolve itself (or suffer any liquidation or dissolution), or change its jurisdiction of organization to a 

jurisdiction outside of the United States, or Dispose of (in one transaction or a series of transactions) any 

property of the Loan Parties or their Subsidiaries, or issue or Dispose of any Capital Stock of the 

Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any 

substantial part of the assets or stock of any other Person or any division, unit or business of any Person, 

except: 

(a) mergers into or consolidations or amalgamations of (i) any Person (other than the Borrower) 

into or with PCG in a transaction in which PCG is the surviving entity, (ii) any Person (other than PCG) 

into or with the Borrower in a transaction in which the Borrower is the surviving entity, (iii) any Person 

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(other than PCG or the Borrower) into or with any Subsidiary (other than the Borrower) in a transaction in 

which the surviving entity is a Subsidiary (and, if any party to such merger, consolidation or 

amalgamation is a Loan Party, is a Loan Party) and (iv) any Subsidiary (other than the Borrower) with 

any Person (other than PCG or the Borrower) in a transaction permitted under clauses (b) through (s) 

below in which, after giving effect to such transaction, the surviving entity is not a Subsidiary; 

(b) Dispositions of assets (i) from any Loan Party to any Loan Party or (2) from any Subsidiary 

(other than a Loan Party) to any Loan Party or any Subsidiary; 

(c) Dispositions of surplus, obsolete or worn out property, or property that is no longer useful, 

useable or economically viable in the conduct of the business, in the ordinary course of business; 

(d) Dispositions of inventory in the ordinary course of business; 

(e) Dispositions of property having a fair market value not to exceed $25,000,000 (or the 

equivalent in any other currency) in the aggregate during the term of this Agreement; 

(f) to the extent that (i) the relevant property is exchanged for, or for credit against the purchase 

price of, similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied 

to the purchase price of such replacement property; 

(g) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation 

proceedings (including in lieu thereof or any similar proceeding); 

(h) the sale or issuance of any Capital Stock of a Subsidiary of the Borrower to a Loan Party; 

(i) Dispositions required to comply with any requirement of a Governmental Authority or a 

Requirement of Law; 

(j) Dispositions of cash and/or cash equivalents (including the Permitted Cash Equivalents) in the 

ordinary course of business; 

(k) Dispositions of assets for the purpose of charitable contributions or similar gifts to the extent 

such assets are not material to the ability of PCG and its Subsidiaries, taken as a whole, to conduct its 

business; 

(l) Dispositions permitted pursuant to Section 7.3; 

(m) Dispositions of accounts receivable in connection with the collection or compromise thereof 

in the ordinary course of business, in an aggregate amount not to exceed $100,000,000 in any fiscal year; 

(n) Dispositions of power, capacity, heat rate, renewable energy credits, waste by-products, 

energy, electricity, coal and lignite, oil and other petroleum-based liquids, emissions and other 

environmental credits, ancillary services, fuel (including all forms of nuclear fuel and natural gas) and 

other related assets or products of services, including assets related to trading activities or the sale of 

inventory or contracts related to any of the foregoing, in each case in the ordinary course of business; 

(o) Dispositions of mineral rights, other than mineral rights in respect of coal or lignite, in the 

ordinary course of business; 

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(p) Dispositions of any real property that (i) is used as buffer land, but no longer serves such 

purpose, or its use is restricted such that it will continue to be buffer land, or (ii) was acquired in 

connection with power generation facilities, but has been reasonably determined by the Borrower to no 

longer be commercially suitable for such purpose, in each case, in the ordinary course of business 

(q) Dispositions of assets in connection with salvage activities; 

(r) Dispositions of any assets from a Loan Party to a Subsidiary (other than a Loan Party) as a 

substantially concurrent interim Disposition in connection with a Disposition otherwise permitted 

pursuant to this Section 7.5; 

(s) any other Disposition of any property by a Loan Party or any of its Subsidiaries; provided that 

(i) the consideration for such Disposition shall be at least equal to the fair market value of such property 

at the time of such Disposition and (ii) at least 75% of such consideration shall be in cash and/or cash 

equivalents; and 

(t) capital expenditures in the ordinary course of business. 

7.6 Dividends and Distributions. (a) Declare or pay any dividend or make any other distribution 

(by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with 

respect to any of its Capital Stock, or (b) directly or indirectly redeem, purchase, retire, obtain the 

surrender of or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of its 

Capital Stock or set aside any amount for any such purpose (all of the foregoing, “Restricted Payments”), 

in each case except Restricted Payments by any Subsidiary of a Loan Party to the holders of its Capital 

Stock that are not in violation of the terms of such Capital Stock or any applicable Requirement of Law, 

provided that no Restricted Payment may be made by any Loan Party to any Person that is not a Loan 

Party. 

7.7 Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire 

any property or assets from, or otherwise engage in any other transaction with any of its Affiliates; 

provided that this Section 7.7 shall not prohibit: 

(a) any transaction among Loan Parties; 

(b) any transaction among Loan Parties and their Subsidiaries in the ordinary course of business; 

(c) transactions in existence on the Closing Date; 

(d) any transaction on terms that are no less favorable to the Loan Parties than could be obtained 

at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; or 

(e) any transaction of a Subsidiary of a Loan Party (other than any transaction with a Loan Party) 

on terms that are no less favorable to such Subsidiary than could be obtained at the time in a comparable 

arm’s length transaction from a Person who is not an Affiliate.

7.8 Business of the Loan Parties. Notwithstanding any other provisions hereof, except as 

otherwise contemplated in an Acceptable Plan, engage at any time in any business or business activity 

other than any business or business activity conducted by any of them on the Closing Date and any 

business or business activity incidental or related thereto, or any business or business activity that is 

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reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary 

thereto. 

7.9 Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of 

Incorporation, Bylaws and Certain Other Agreements, Etc. 

(a) Amend or modify, or grant any waiver or release under or terminate in any manner, the 

articles or certificate of incorporation, by laws, limited liability company operating agreement, 

partnership agreement or other organizational documents of any Loan Party or any of its Subsidiaries, in 

any such case, if the effect thereof would be adverse in any material respect to any Loan Party or the 

rights, interest or remedies of any Lender, the Issuing Lender or any Agent; 

(b) Make directly or indirectly, any payment or other distribution (whether in cash, securities or 

other property), including any sinking fund or similar deposit, on account of the purchase, redemption, 

retirement, acquisition, defeasance, cancellation or termination in respect of principal of, or premiums, 

fees or interest on (i) any Indebtedness that is subordinated in right of payment to the Obligations or any 

preferred Capital Stock, or (ii) any Indebtedness that was incurred prior to the Petition Date and that is 

subject to automatic stay as a result of the Cases (collectively, “Junior/Prepetition Obligations”), other 

than the making of any payments pursuant to the Financing Orders; or 

(c) Amend or modify, or permit the amendment or modification of, any provision of 

Junior/Prepetition Obligations or any agreement, document or instrument evidencing or relating thereto, 

in any such case, if the effect thereof would be adverse in any material respect to the rights, interest or 

remedies of any Lender, the Issuing Lender or any Agent, except to the extent expressly permitted by an 

order entered by the Bankruptcy Court in form and substance reasonably acceptable to the Administrative 

Agent. 

7.10 Swap Agreements. Enter into any Swap Agreement, other than Swap Agreements entered 

into in the ordinary course of business and not for speculative purposes to (a) hedge or mitigate risks to 

which the Loan Parties and their Subsidiaries are exposed in the conduct of its business or the 

management of its liabilities (including, without limitation, raw material, commodities, fuel, electricity or 

other supply costs and currency risks), (b) effectively cap, collar or exchange interest rates (from fixed to 

floating rates, from one floating rate to another floating rate or fixed rate or otherwise) with respect to any 

interest bearing Indebtedness of the Loan Parties and their Subsidiaries permitted by this Agreement or 

(c) swap currency in connection with funding the business of the Loan Parties and their Subsidiaries in 

the ordinary course of business. 

7.11 Other Superpriority Claims. Incur, create, assume, suffer to exist or permit (or file a motion 

or other pleading seeking entry of an order, or supporting, or failing to timely oppose, an order granting or 

authorizing) any other superpriority claim which is pari passu with or senior to the claims of the Agents, 

the Lenders and the Issuing Lender against the Loan Parties hereunder, except for the Carve-Out. 

7.12 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation that 

limits the ability of the Loan Parties or their Subsidiaries to create, incur, assume or suffer to exist Liens 

on assets or property of such Person to secure the Obligations, except for Contractual Obligations (a) 

under this Agreement and the other Loan Documents, (b) existing on the date hereof, (c) governing 

Indebtedness permitted to be incurred under Section 7.1(h) and limiting the incurrence of liens on the 

assets financed thereby, (d) consisting of restrictions pursuant to applicable Requirements of Law, (e) 

consisting of customary restrictions and conditions contained in any agreement relating to any Disposition 

of assets or property permitted under Section 7.5 pending the consummation of such Disposition or (f) 

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consisting of restrictions which the Borrower has determined in good faith will not materially impair the 

Borrower’s ability to make payments under this Agreement when due. 

SECTION 8. EVENTS OF DEFAULT 

If any of the following events shall occur and be continuing on or after the Closing Date: 

(a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when 

due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or 

Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, 

within five Business Days after any such interest or other amount becomes due in accordance with the 

terms hereof; or 

(b) any representation or warranty made or deemed made by the Loan Parties herein or in any 

other Loan Document or that is contained in any certificate, document or financial or other statement 

furnished by it at any time under or in connection with this Agreement or any such other Loan Document 

shall prove to have been inaccurate in any material respect on or as of the date made or deemed made, 

unless, as of any date of determination, the facts or circumstances to which such representation or 

warranty relates have changed with the result that such representation or warranty is true and correct in all 

material respects on such date; or 

(c) a Loan Party shall default in the observance or performance of any agreement contained in 

Sections 6.4(a)(i) (solely in respect of the Borrower), 6.7(a) and 7 of this Agreement; or 

(d) a Loan Party shall default in the observance or performance of any other agreement contained 

in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of 

this Section), and such default shall continue unremedied for a period of 30 days after notice to the 

Borrower from the Administrative Agent at the request of the Required Lenders; or 

(e) PCG, the Borrower or any of their Subsidiaries shall (i) default in making any payment of any 

principal of any postpetition or unstayed Indebtedness (including any Guarantees, but excluding the 

Loans) on the due date with respect thereto (after giving effect to any period of grace, if any, provided in 

the instrument or agreement under which such Indebtedness was created); or (ii) default in making any 

payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the 

instrument or agreement under which such Indebtedness was created; or (iii) in the case of all 

Indebtedness other than Indebtedness under any Swap Agreement, default in the observance or 

performance of any other agreement or condition relating to any such Indebtedness or contained in any 

instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or 

condition exist, the effect of which default or other event or condition is to cause, or to permit the holder 

or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to 

cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity 

or (in the case of any such Indebtedness constituting a Guarantee) to become payable; provided, that a 

default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time 

constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type 

described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with 

respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate 

$200,000,000; provided further, that unless payment of the Loans hereunder has already been accelerated, 

if such default shall be cured by PCG, the Borrower or such Subsidiary or waived by the holders of such 

Indebtedness and any acceleration of maturity having resulted from such default shall be rescinded or 

annulled, in each case, in accordance with the terms of such agreement or instrument, without any 

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modification of the terms of such Indebtedness requiring PCG, the Borrower or such Subsidiary to furnish 

security or additional security therefor, reducing the average life to maturity thereof or increasing the 

principal amount thereof, or any agreement by PCG, the Borrower or such Subsidiary to furnish security 

or additional security therefor or to issue in lieu thereof Indebtedness secured by additional or other 

collateral or with a shorter average life to maturity or in a greater principal amount, then any Default 

hereunder by reason thereof shall be deemed likewise to have been thereupon cured or waived; or 

(f) there occurs any ERISA Event that, individually or in the aggregate, would reasonably be 

expected to, result in a Material Adverse Effect; or 

(g) one or more judgments or decrees as to postpetition obligations shall be entered against any 

Loan Party by a court of competent jurisdiction involving in the aggregate a liability (not paid or, subject 

to customary deductibles, fully covered by insurance as to which the relevant insurance company has not 

denied coverage) of $200,000,000 or more, and the enforcement thereof shall not be stayed; or 

(h) (i) any material provision of a Loan Document shall for any reason cease to be, or be asserted 

by any Loan Party not to be, a legal, valid and binding obligation of any party thereto, (ii) any security 

interest purported to be created by any Security Document and to extend to assets that are not immaterial 

shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected security 

interest (perfected as or having the priority required by the Loan Documents and subject to such 

limitations and restrictions as are set forth herein and therein) in the securities, assets or properties 

covered thereby (other than in accordance with the terms thereof) except to the extent that such loss is 

covered by a lender’s title insurance policy, or (iii) the guarantees pursuant to the Security Documents by 

the Loan Parties of any of the Obligations shall cease to be in full force and effect (other than in 

accordance with the terms thereof), or shall be asserted in writing by any Loan Party not to be in effect or 

not to be legal, valid and binding obligations; or 

(i) (i) the entry of an order dismissing any of the Cases or converting any of the Cases to a case 

under chapter 7 of the Bankruptcy Code, or any Loan Party files, without the prior written consent of the 

Required Lenders, a motion or other pleading seeking entry of such an order or supports or fails to timely 

oppose such dismissal or conversion; 

(ii) a trustee, responsible officer or an examiner having expanded powers under 

Bankruptcy Code Section 1104 (other than (x) a fee examiner or (y) for purposes of an 

investigation pursuant to Sections 1106(a)(3) and (4) of the Bankruptcy Code) is appointed or 

elected in the Cases, or any Loan Party applies for, consents to, supports, acquiesces in or fails to 

promptly oppose, any such appointment, or the Bankruptcy Court shall have entered an order 

providing for such appointment, in each case without the prior written consent of the Required 

Lenders in their sole discretion; 

(iii) the entry of an order staying, reversing or vacating the Interim Order or the Final 

Order or modifying or amending the Interim Order or Final Order in a manner that is adverse to 

the Lenders without the prior written consent (not to be unreasonably withheld) of the 

Administrative Agent; 

(iv) the entry of an order in any of the Cases granting relief from any stay or 

proceeding (including, without limitation, the automatic stay) so as to allow any third party to 

proceed with foreclosure (or the granting of a deed in lieu of foreclosure or the like) against any 

assets of the Loan Parties with a value in excess of $250,000,000 in the aggregate; 

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(v) any Debtor (x) taking any action to or (y) failing to take all reasonable actions 

necessary to oppose any action by any other party to (including, but not limited to, (a) challenging 

the standing of such party to bring any such action, (b) filing pleadings, providing evidentiary 

support, and appearing in court to support and present the same in opposition of such party’s 

action, and (c) timely prosecuting all available appeals of any order or decision authorizing such 

party’s actions or approving relief granted to such party or timely opposing all appeals (or 

attempts to appeal) decisions denying standing or relief to such party), in each case, except as 

expressly permitted hereunder and in the Financing Orders, (i) impair any of the material rights 

and remedies of the Administrative Agent, the Collateral Agent, the Issuing Lender and the 

Lenders under the Loan Documents in the Cases, (ii) impair, invalidate, disallow, subordinate or 

otherwise modify all or any portion of the Liens securing the Obligations or the Obligations or 

(iii) avoid, subordinate, disallow or require disgorgement by the Lenders or the Issuing Lender of 

any amounts received in respect of the Obligations; or 

(vi) the Bankruptcy Court shall enter an order in any of the Cases authorizing (x) 

Liens on the Collateral having a priority senior to or pari passu with the Liens securing the 

Obligations, except as expressly permitted hereunder and in the Financing Orders, or (y) the sale 

of all or substantially all of the Loan Parties’ assets (unless such order contemplates the 

termination of the Commitments, the indefeasible payment in full in cash of all Obligations (other 

than contingent Obligations for which no claim has been asserted) and the expiration or 

termination of all outstanding Letters of Credit (or, with respect to any undrawn Letters of Credit, 

the establishment of a “backstop” letter of credit or other Cash Collateralization thereof) upon the 

closing of such financing or consummation of such sale, whether pursuant to a Chapter 11 Plan); 

or 

(vii) the entry by the Bankruptcy Court of an order, except as expressly permitted 

hereunder or in the Financing Orders, (i) impairing any of the material rights and remedies of the 

Administrative Agent, the Collateral Agent, the Issuing Lender and the Lenders under the Loan 

Documents in the Cases, (ii) impairing, invalidating, disallowing, subordinating (other than with 

respect to Senior Permitted Liens) or otherwise modifying all or any portion of the Liens securing 

the Obligations or the Obligations, or (iii) avoiding, subordinating, disallowing or requiring 

disgorgement by the Lenders or the Issuing Lender of any amounts received in respect of the 

Obligations; or 

(j) the Bankruptcy Court shall not have entered the Final Order in the Cases on or prior to April 

15, 2019; or 

(k) an order of the Bankruptcy Court granting (other than for the avoidance of doubt, any 

Incremental Facilities and the Carve-Out or as otherwise expressly permitted under the applicable Loan 

Documents), (i) a priority of any Lien against any Loan Party that is equal to or senior to the priority of 

the Liens of the Secured Parties under the Loan Documents (other than Senior Permitted Liens) or (ii) any 

claim against any Loan Party (now existing or hereafter arising of any kind or nature whatsoever, 

including, without limitation, any administrative expense claim) that is pari passu with or senior to the 

claims of the Secured Parties under the Loan Documents; or 

(l) noncompliance in any material respect by any Loan Party with the terms of the Interim Order 

or, after entry thereof, the Final Order; 

(m) the Loan Parties or any of their Subsidiaries, or any person claiming by or through any of the 

foregoing, shall obtain court authorization to commence, or participate as an adverse party in, any suit or 

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other proceeding against any of the Secured Parties regarding the Loan Documents, unless such suit or 

other proceeding is in connection with the enforcement of the Loan Documents against any of the Secured 

Parties; or 

(n) (i) a Chapter 11 Plan shall be filed by any of the Debtors or confirmed in any of the Cases 

that is not an Acceptable Plan or (ii) unless otherwise agreed to by the Required Lenders, any order shall 

be entered approving a sale of all or substantially all of the Debtors’ assets under Section 363 of the 

Bankruptcy Code or dismissing any of the Cases, which order does not provide for the termination of the 

Commitments, the indefeasible payment in full in cash of all Obligations (other than contingent 

Obligations for which no claim has been asserted) and the expiration or termination of all outstanding 

Letters of Credit (or, with respect to any undrawn Letters of Credit, the establishment of a “backstop” 

letter of credit or other Cash Collateralization thereof); or 

(o) there shall have occurred a Change of Control; or 

(p) any Governmental Authority, by a final, non-appealable order, ruling or other action, shall 

prevent the Loan Parties from conducting any material part of the Loan Parties’ business, taken as a 

whole, to the extent such prevention could reasonably be expected to result in a Material Adverse Effect; 

or 

(q) the loss, revocation or termination of any license, permit, lease or agreement necessary and 

material to the Loan Parties’ business, taken as a whole, or the cessation of any material part of the Loan 

Parties’ business, taken as a whole, to the extent such loss, revocation or termination could reasonably be 

expected to result in a Material Adverse Effect; or 

(r) a material portion of the Collateral, taken as a whole, shall be taken or impaired through 

condemnation or shall have been materially damaged, and the consideration or insurance proceeds, as 

applicable, received therefor shall be materially less than the fair market value thereof; 

then, and in any such event, at any time thereafter during the continuance of such event, the 

Administrative Agent shall, at the request of the Required Lenders, by notice to the Borrower, and subject 

to the applicable Financing Order, take any or all of the following actions, at the same or different times, 

in each case without further order or application of the Bankruptcy Court: (i) terminate forthwith the 

Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, 

whereupon the principal of the Loans so declared to be due and payable, together with accrued interest 

thereon and any unpaid accrued fees and all other liabilities of the Loan Parties accrued hereunder and 

under any other Loan Document, shall become forthwith due and payable, without presentment, demand, 

protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower and the 

other Loan Parties, anything contained herein or in any other Loan Document to the contrary 

notwithstanding, (iii) terminate any obligation of the Issuing Lenders to issue Letters of Credit and (iv) 

exercise all other rights and remedies available to it under this Agreement, the other Loan Documents, the 

Financing Orders or applicable law; provided that, with respect to the enforcement of the Liens purported 

to be created by any Security Document or exercise of any other rights or remedies with respect to the 

Collateral (including rights to set off or apply any amounts in any bank accounts that are a part of the 

Collateral), the Collateral Agent shall provide the Borrower with notice within the Remedies Notice 

Period (as defined in the Financing Orders) prior to taking the action contemplated thereby. 

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SECTION 9. THE AGENTS 

9.1 Appointment and Authority. Each of the Lenders and the Issuing Lenders hereby irrevocably 

appoints (i) JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and (ii) 

Citibank, N.A. to act on its behalf as the Collateral Agent, in each case, hereunder and under the other 

Loan Documents and authorizes each Agent to take such actions on its behalf and to exercise such powers 

as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as 

are reasonably incidental thereto. The provisions of this Section 9 are solely for the benefit of the Agents, 

the Lenders and the Issuing Lenders, and the Borrower shall not have rights as a third-party beneficiary of 

any of such provisions (other than with respect to the Borrower’s rights under Sections 9.9(a) and (b)). It 

is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any 

other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied 

(or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as 

a matter of market custom, and is intended to create or reflect only an administrative relationship between 

contracting parties. 

9.2 Delegation of Duties. The Administrative Agent and Collateral Agent may each perform any 

and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or 

through any one or more sub-agents appointed by it. The Administrative Agent, the Collateral Agent and 

any such sub-agent may each perform any and all of its duties and exercise its rights and powers by or 

through their respective Related Parties. The exculpatory provisions of this Section shall apply to any 

such sub-agent and to the Related Parties of the Administrative Agent, the Collateral Agent and any such 

sub-agent, and shall apply to their respective activities in connection with the syndication of the credit 

facilities provided for herein as well as activities as Administrative Agent and Collateral Agent. Neither 

the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct 

of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and 

nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the 

selection of such sub-agents. 

9.3 Exculpatory Provisions. 

(a) No Agent shall have any duties or obligations except those expressly set forth herein and in 

the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting 

the generality of the foregoing, no Agent: 

(i) shall be subject to any fiduciary or other implied duties, regardless of whether a 

Default has occurred and is continuing; 

(ii) shall have any duty to take any discretionary action or exercise any discretionary 

powers, except discretionary rights and powers expressly contemplated hereby or by the other 

Loan Documents that an Agent is required to exercise as directed in writing by the Required 

Lenders (or such other number or percentage of the Lenders as shall be expressly provided for 

herein or in the other Loan Documents); provided that no Agent shall be required to take any 

action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that 

is contrary to any Loan Document or applicable law, including for the avoidance of doubt any 

action that may be in violation of the automatic stay under any Debtor Relief Law or that may 

effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of 

any Debtor Relief Law; nor 

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(iii) shall, except as expressly set forth herein and in the other Loan Documents, have 

any duty to disclose, nor shall be liable for the failure to disclose, any information relating to the 

Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as an 

Agent or any of its Affiliates in any capacity. 

(b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the 

request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, 

or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in 

Sections 10.1 and 8), or (ii) in the absence of its own gross negligence or willful misconduct as 

determined by a court of competent jurisdiction by final and nonappealable judgment. 

(c) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any 

statement, warranty or representation made in or in connection with this Agreement or any other Loan 

Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder 

or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, 

agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or 

Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any 

other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any 

condition set forth in Section 5 or elsewhere herein, other than to confirm receipt of items expressly 

required to be delivered to such Agent. 

9.4 Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to 

rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, 

statement, instrument, document or other writing (including any electronic message, Internet or intranet 

website posting or other distribution) believed by it to be genuine and to have been signed, sent or 

otherwise authenticated by the proper Person. The Administrative Agent and the Collateral Agent also 

may rely upon any statement made to it orally or by telephone and believed by it to have been made by 

the proper Person, and shall not incur any liability for relying thereon. In determining compliance with 

any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a 

Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the 

Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing 

Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or 

such Issuing Lender prior to the making of such Loan or the issuance, extension, renewal or increase of 

such Letter of Credit. The Administrative Agent and the Collateral Agent may consult with legal counsel 

(who may be counsel for the Borrower), independent accountants and other experts selected by it, and 

shall not be liable for any action taken or not taken by it in accordance with the advice of any such 

counsel, accountants or experts. 

9.5 Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be 

deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the 

Administrative Agent or the Collateral Agent, as applicable, has received notice from a Lender, an Issuing 

Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and 

stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a 

notice, the Administrative Agent shall give notice thereof to the Lenders, the Issuing Lenders and the 

Collateral Agent. The Administrative Agent and the Collateral Agent shall each take such action with 

respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if 

so specified by this Agreement, all Lenders); provided that unless and until such Agent shall have 

received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from 

taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best 

interests of the Lenders and the Issuing Lenders. 

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9.6 Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Lender acknowledges 

that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any 

other Lender or any of their Related Parties and based on such documents and information as it has 

deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender 

and Issuing Lender also acknowledges that it will, independently and without reliance upon the 

Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based 

on such documents and information as it shall from time to time deem appropriate, continue to make its 

own decisions in taking or not taking action under or based upon this Agreement, any other Loan 

Document or any related agreement or any document furnished hereunder or thereunder. Except for 

notices, reports and other documents expressly required to be furnished to the Lenders by the 

Administrative Agent or the Collateral Agent hereunder, neither the Administrative Agent nor the 

Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other 

information concerning the business, operations, property, condition (financial or otherwise), prospects or 

creditworthiness of the Borrower or any of its Affiliates that may come into the possession of such Agent 

or any of its officers, directors, employees, agents, attorneys in fact or Affiliates. 

9.7 Indemnification. The Lenders and the Issuing Lenders agree to indemnify each Agent in its 

capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the 

Borrower to do so), ratably according to their respective Loans, L/C Obligations and Commitments in 

effect on the date on which indemnification is sought under this Section (or, if indemnification is sought 

after the date upon which the Commitments shall have terminated and the Loans shall have been paid in 

full, ratably in accordance with such Loans, L/C Obligations and Commitments immediately prior to such 

date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, 

suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or 

after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way 

relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any 

documents contemplated by or referred to herein or therein or the transactions contemplated hereby or 

thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; 

provided that no Lender or Issuing Lender shall be liable for the payment of any portion of such 

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to 

have resulted from such Agent’s gross negligence or willful misconduct. 

9.8 Agent in Its Individual Capacity. Each Person serving as an Agent hereunder shall have the 

same rights and powers in its capacity as a Lender or an Issuing Lender as any other Lender or Issuing 

Lender and may exercise the same as though it were not an Agent, and the terms “Lender”, “Issuing 

Lender”, “Lenders” or “Issuing Lenders” shall, unless otherwise expressly indicated or unless the context 

otherwise requires, include such Person serving as an Agent hereunder in its individual capacity. Such 

Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial 

advisor or in any other advisory capacity for, and generally engage in any kind of business with, the 

Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and 

without any duty to account therefor to the Lenders or the Issuing Lenders. 

9.9 Successor Agents. 

(a) Each of the Administrative Agent and Collateral Agent may resign upon 10 days’ notice to 

the Lenders and the Borrower. If either such Agent shall so resign, then the Required Lenders shall 

appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject 

to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon 

such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the 

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Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, 

shall mean such successor agent effective upon such appointment and approval, and the former Agent’s 

rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, 

without any other or further act or deed on the part of such former Agent or any of the parties to this 

Agreement or any holders of the Loans. If no successor agent has accepted appointment as 

Administrative Agent or Collateral Agent, as applicable, by the date that is 10 days following a retiring 

Agent’s notice of resignation (the “Resignation Effective Date”), the retiring Agent’s resignation shall 

nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of 

the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as 

provided for above (subject to the exception in the immediately preceding sentence). After any retiring 

Agent’s resignation, the provisions of Section 9.7 shall inure to its benefit as to any actions taken or 

omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. 

(b) If the Person serving as Administrative Agent or Collateral Agent is a Defaulting Lender 

pursuant to clause (e) of the definition thereof, the Required Lenders may, to the extent permitted by 

applicable law, by notice in writing to the Borrower and such Person remove such Person as 

Administrative Agent or Collateral Agent and, shall appoint a successor, subject to the approval of the 

Borrower, which approval shall not be unreasonably withheld or delayed. If no such successor shall have 

been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or 

such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such 

removal shall nonetheless become effective in accordance with such notice on the Removal Effective 

Date. 

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as 

applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder 

and under the other Loan Documents and (2) except for any indemnity payments or other amounts then 

owed to the retiring or removed Administrative Agent or Collateral Agent, all payments, communications 

and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent 

shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the 

Required Lenders appoint a successor Administrative Agent or Collateral Agent as provided for 

above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall 

succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or 

removed Agent (other than any rights to indemnity payments or other amounts owed to the retiring or 

removed Agent as of the Resignation Effective Date or the Removal Effective Date (as applicable)), and 

the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under 

the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as 

those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After 

the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, 

the provisions of this Section and Sections 2.15, 3.10 and 10.5 shall continue in effect for the benefit of 

such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any 

actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as 

such Agent. 

9.10 Documentation Agents and Syndication Agent. None of the Documentation Agents or the 

Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such. 

9.11 Guaranty and Collateral Matters. 

(a) The Lenders and the Issuing Lender irrevocably authorize the Administrative Agent and/or 

the Collateral Agent to release any Guarantor from its obligations hereunder in accordance with the terms 

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of Section 10.19. Upon request by the Administrative Agent at any time, the Required Lenders will 

confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations 

hereunder pursuant to this Section 9.11. 

(b) The Lenders and the Issuing Lender irrevocably authorize the Collateral Agent, at its option 

and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under 

any Loan Document in accordance with the terms of Section 10.19. Upon request by the Collateral Agent 

at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its 

Liens in accordance with this Section 9.11. 

9.12 Credit Bidding. The Secured Parties hereby irrevocably authorize each of the 

Administrative Agent and the Collateral Agent, in each case at the direction of the Required Lenders, to 

credit bid all or any portion of the Obligations (other than any obligations in respect of Letters of Credit) 

(including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant 

to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one 

or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under 

the provisions of the Bankruptcy Code, including under sections 363, 1123 or 1129 of the Bankruptcy 

Code, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or 

with the consent or at the direction of) the Administrative Agent or the Collateral Agent (whether by 

judicial action or otherwise) in accordance with any applicable Requirement of Law. In connection with 

any such credit bid and purchase, the Obligations (other than any obligations in respect of Letters of 

Credit) owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with 

Obligations with respect to contingent or unliquidated claims receiving contingent interests in the 

acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount 

proportional to the liquidated portion of the contingent claim amount used in allocating the contingent 

interests) in the asset or assets so purchased (or in the equity interests or debt instruments of the 

acquisition vehicle or vehicles that are used to consummate such purchase). 

9.13 Cash Management Obligations. Except as otherwise expressly set forth herein or in any 

Security Document, no Cash Management Bank that obtains the benefits of Section 11.7, any Guaranty or 

any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to 

notice of any action or to consent to, direct or object to any action hereunder or under any other Loan 

Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) 

other than in its capacity as a Lender (if applicable) and, in such case, only to the extent expressly 

provided in the Loan Documents. Notwithstanding any other provision of this Section 9 to the contrary, 

no Agent shall be required to verify the payment of, or that other satisfactory arrangements have been 

made with respect to, Cash Management Obligations unless such Agent has received written notice of 

such Obligations, together with such supporting documentation as such Agent may reasonably request, 

from the applicable Cash Management Bank. Each Cash Management Bank shall indemnify and hold 

harmless each Agent and each of its directors, officers, employees, or agents, to the extent not reimbursed 

by the Loan Parties, against any and all liabilities, obligations, losses, damages, penalties, actions, 

judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever that may be 

imposed on, incurred by, or asserted against such Agent or its directors, officers, employees, or agents in 

connection with such provider’s Cash Management Obligations; provided, however, that no Cash 

Management Bank shall be liable for any portion of such liabilities, obligations, losses, damages, 

penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross 

negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent 

jurisdiction. No Cash Management Bank will create (or be deemed to create) in favor of any such 

provider, as applicable, any rights in connection with the management or release of any Collateral or of 

the obligations of any Guarantor under the Loan Documents. By accepting the benefits of the Collateral, 

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each such Cash Management Bank shall be deemed to have appointed the Collateral Agent as its agent 

and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in 

this Section 9.13. 

SECTION 10. MISCELLANEOUS 

10.1 Amendments and Waivers. Subject to Section 2.3 and 2.11(b), neither this Agreement, any 

other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified 

except in accordance with the provisions of this Section 10.1. The Required Lenders and the Loan Parties 

may, or, with the written consent of the Required Lenders, the Administrative Agent, the Collateral Agent 

and the Loan Parties may, from time to time, (a) enter into written amendments, supplements or 

modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this 

Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the 

Loan Parties hereunder or thereunder or (b) waive, at any Loan Party’s request, on such terms and 

conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such 

instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or 

Event of Default and its consequences; provided, however, that no such waiver and no such amendment, 

supplement or modification shall: 

(i) forgive the principal amount or extend the final scheduled date of maturity of any 

Loan, reduce the stated rate of any interest or fee payable hereunder (except in connection with 

(x) the waiver of applicability of any post-default increase in interest rates (which waiver shall be 

effective with the consent of the Required Lenders) or (y) the Facility Extension Option (as 

defined as of the Closing Date)) or extend the scheduled date of any payment thereof, or increase 

the amount or extend the expiration date of any Lender’s Commitment, in each case without the 

written consent of each Lender directly affected thereby; provided that the conditions to the 

Facility Extension Option set forth in Section 2.5(b) may be amended, supplemented, modified or 

waived with the written consent of the Required Lenders; 

(ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 or 

Section 10.6(a)(i) without the written consent of such Lender; 

(iii) reduce any percentage specified in the definition of Required Lenders without the 

written consent of all Lenders; 

(iv) amend, modify or waive any provision of Section 2.12, Section 10.7(a), Section 

11.7(c) or any similar provision related to pro rata treatment without the consent of each Lender 

directly affected thereby; 

(v) reduce any percentage specified in the definition of Required Revolving Lenders 

without the written consent of all Revolving Lenders; 

(vi) amend, modify or waive any provision of Section 9 without the written consent 

of the Administrative Agent and the Collateral Agent; 

(vii) [reserved]; 

(viii) amend, modify or waive any provision of Section 3 or any other provision 

affecting the Issuing Lenders in their capacity as such without the written consent of each Issuing 

Lender directly affected thereby; 

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(ix) release all or substantially all of Guarantors under the Guaranty (except as 

expressly permitted hereunder) or release all or substantially all of the Collateral (except as 

expressly permitted hereunder or under the Security Documents), in either case without the prior 

written consent of each Lender; or 

(x) amend or modify any provision in any Loan Document in a manner that by its 

terms affects the rights or duties under this Agreement of the Lenders of one or more Classes of 

Loans (but not the Lenders of any other Class of Loans), without the prior written consent of the 

requisite number or percentage in interest of each affected Class of Lenders that would be 

required to consent thereto under this Section if such Class of Lenders were the only Class of 

Lenders hereunder at the time. 

Any such waiver and any such amendment, supplement or modification shall apply equally to 

each of the Lenders and shall be binding upon Loan Parties, the Lenders, the Administrative Agent, the 

Collateral Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the 

Lenders, the Administrative Agent and the Collateral Agent shall be restored to their former position and 

rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall 

be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other 

Default or Event of Default, or impair any right consequent thereon. 

Notwithstanding anything to the contrary contained in this Section 10.1, if the Administrative 

Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or 

other defect in any provision of this Agreement or any other Loan Document, then the Administrative 

Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such 

ambiguity, omission, mistake, typographical error or other defect, and any such amendment, modification 

or supplement shall become effective without any further action or consent of any other party. 

If the Required Lenders shall have approved any amendment which requires the consent of all of 

the Lenders, the Borrower shall be permitted to replace any non-consenting Lender with another financial 

institution, provided that, (i) the replacement financial institution shall purchase at par (subject to Section 

2.6(c)), all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, 

(ii) the Borrower shall be liable to such replaced Lender under Section 2.15 if any Eurodollar Loan owing 

to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto 

(as if such purchase constituted a prepayment of such Loans), (iii) such replacement financial institution, 

if not already a Lender, shall be reasonably satisfactory to the Administrative Agent and each Issuing 

Lender, (iv) the replaced Lender shall be obligated to make such replacement in accordance with the 

provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and 

processing fee referred to therein) and (v) any such replacement shall not be deemed to be a waiver of any 

rights the Borrower, the Administrative Agent, the Collateral Agent or any other Lender shall have 

against the replaced Lender. 

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to 

approve or disapprove any amendment, supplement, modification, waiver or consent hereunder (and any 

amendment, supplement, modification, waiver or consent which by its terms requires the consent of all 

Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than 

Defaulting Lenders), except that (i) (x) an increase or extension of any Commitment of such Defaulting 

Lender, or (y) any reduction of the amount of principal or interest owed to such Defaulting Lender (unless 

all non-Defaulting Lenders have agreed to a pro rata reduction) shall, in each case, require the consent of 

such Defaulting Lender, and (ii) a Defaulting Lender’s Extensions of Revolving Credit, Initial Term 

Loans, Incremental Term Loans and unused Commitments shall be taken into consideration along with 

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those of non-Defaulting Lenders when voting to approve or disapprove any waiver, amendment or 

modification that by its terms affects any Defaulting Lender more adversely than other affected Lenders. 

10.2 Notices. 

(a) All notices, requests and demands to or upon the respective parties hereto to be effective shall 

be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to 

have been duly given or made when delivered during the recipient’s normal business hours, or three 

Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when 

received during the recipient’s normal business hours, addressed as follows in the case of the Borrower 

(or any other Loan Party), the Administrative Agent and the Collateral Agent, and as set forth in an 

administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such 

other address as may be hereafter notified by the respective parties hereto: 

Borrower (or other Loan Party): Pacific Gas and Electric Company 

 c/o PG&E Corporation 

 P.O. Box 770000 

San Francisco, California 94177 

 Attention: Treasurer 

 Telecopy: (415) 973-8968 

 Telephone: (415) 973-9771 

with copies to: Pacific Gas and Electric Company 

 c/o PG&E Corporation 

 P.O. Box 770000 

 San Francisco, California 94177 

 Attention: General Counsel 

 Telecopy: (415) 973-6374 

 Cravath, Swaine & Moore LLP 

 Worldwide Plaza 

 825 Eighth Avenue 

New York, New York 10019 

 Attention: Paul H. Zumbro 

 George E. Zobitz 

 Stephen M. Kessing 

 Nicholas A. Dorsey 

 

 Email: pzumbro@cravath.com 

 jzobitz@cravath.com 

 skessing@cravath.com 

 ndorsey@cravath.com 

 Weil, Gotshal & Manges LLP 

 767 Fifth Avenue 

New York, New York 10153 

 Attention: Daniel S. Dokos 

 Email: Daniel.Dokos@weil.com 

 

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 Attention: Jessica Liou 

 Email: Jessica.Liou@weil.com 

Administrative Agent: JPMorgan Chase Bank, N.A. 

 500 Stanton Christiana Road 

NCC 5, 1st Floor

Newark, DE 19713-2107 

 Attention: Mary Crews 

 Telecopy: (302) 634-5758 

 Telephone: (302) 634-1417 

 Email: mary.crews@jpmorgan.com 

 

Collateral Agent: Citibank, N.A. 

 388 Greenwich Street 

31st Floor 

New York, New York 10013 

 Email: amit.vasani@citi.com 

 lisa1.law@citi.com 

 zorijana.migliorini@citi.com 

 diran.aslanian@citi.com 

Issuing Lenders: As notified by each Issuing Lender to the Administrative Agent 

and the Borrower. 

 

with copies to: Stroock & Stroock & Lavan LLP 

180 Maiden Lane 

New York, New York 10038 

Attention: Kristopher M. Hansen, Esq. 

 Erez Gilad, Esq. 

 Alon M. Goldberger, Esq. 

E-mail: khansen@stroock.com 

 egilad@stroock.com 

 agoldberger@stroock.com 

provided that any notice, request or demand to or upon the Administrative Agent, the Issuing Lenders or 

any Lender shall not be effective until received. 

(b) Notices and other communications to the Administrative Agent, the Issuing Lenders or the 

Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures 

approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to 

Section 2 unless otherwise agreed by the Administrative Agent, the applicable Issuing Lender and each 

Lender. The Borrower may, in its discretion, agree to accept notices and other communications to it 

hereunder by electronic communications pursuant to procedures approved by it; provided that approval of 

such procedures may be limited to particular notices or communications. 

(c) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications 

sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from 

the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or 

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other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet 

website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address 

as described in the foregoing clause (i), of notification that such notice or communication is available and 

identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, 

email or other communication is not sent during the normal business hours of the recipient, such notice or 

communication shall be deemed to have been sent at the opening of business on the next Business Day for 

the recipient. 

(d) (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, 

make the Communications (as defined below) available to the Issuing Lenders and the other Lenders by 

posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic 

transmission system (the “Platform”). 

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as 

defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for 

errors or omissions in the Communications. No warranty of any kind, express, implied or 

statutory, including, without limitation, any warranty of merchantability, fitness for a particular 

purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is 

made by any Agent Party in connection with the Communications or the Platform. In no event 

shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) 

have any liability to the Borrower, any Lender, any Issuing Lender or any other Person or entity 

for damages of any kind, including, without limitation, direct or indirect, special, incidental or 

consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of 

the Borrower’s or the Administrative Agent’s transmission of Communications through the 

Platform, except to the extent such liability resulted from the gross negligence or willful 

misconduct of the Administrative Agent or any of its Related Persons as determined by a court of 

competent jurisdiction in a final non-appealable judgement. “Communications” means, 

collectively, any notice, demand, communication, information, document or other material 

provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions 

contemplated therein which is distributed to the Administrative Agent, any Lender or any Issuing 

Lender by means of electronic communications pursuant to this Section, including through the 

Platform. 

10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the 

part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or 

privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any 

single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further 

exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, 

powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers 

and privileges provided by law. 

10.4 Survival of Representations and Warranties. All representations and warranties made 

hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant 

hereto or in connection herewith shall survive the execution and delivery of this Agreement and the 

making of the Loans and other extensions of credit hereunder. 

10.5 Payment of Expenses. Each Loan Party agrees (a) to pay or reimburse the Administrative 

Agent, the Collateral Agent, each Issuing Lender and the Lenders for all their respective reasonable out of 

pocket costs and expenses incurred in connection with the development, preparation, execution and 

delivery of, and any administration, amendment, supplement, modification or waiver to, this Agreement 

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and the other Loan Documents and any other documents prepared in connection herewith or therewith, 

and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees 

and disbursements of a financial advisor engaged by the Administrative Agent and only one counsel, one 

special California regulatory counsel and one local counsel in each relevant jurisdiction to the 

Administrative Agent, the Collateral Agent, the Issuing Lenders and the Lenders, taken as a whole (and in 

the case of a conflict of interest, one additional counsel to each group of similarly situated affected 

persons), and filing and recording fees and expenses, with statements with respect to the foregoing to be 

submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing 

Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the 

Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender, 

the Administrative Agent and the Collateral Agent for all its costs and expenses incurred in connection 

with the enforcement or preservation of its rights under this Agreement, the other Loan Documents and 

any such other documents, including the reasonable fees and disbursements of a financial advisor engaged 

by the Administrative Agent and only one counsel, one special California regulatory counsel and one 

local counsel in each relevant jurisdiction to the Administrative Agent, the Collateral Agent, the Issuing 

Lenders and the Lenders, taken as a whole (and in the case of a conflict of interest, one additional counsel 

to each group of similarly situated affected persons), and (c) to pay, indemnify, and hold each Lender, 

each Issuing Lender, the Administrative Agent, the Collateral Agent, their respective Affiliates, 

successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and 

members of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other 

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 

disbursements of any kind or nature whatsoever whether brought by the Borrower or any other Person, 

with respect to the execution, delivery, enforcement and performance of, or arising out of or in connection 

with, this Agreement, the other Loan Documents, any such other documents (including commitment and 

fee letters) and any transactions contemplated by the foregoing, including any of the foregoing relating to 

the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any 

Environmental Law applicable to the operations of PCG and its Subsidiaries or any of the facilities and 

properties owned, leased or operated by PCG and its Subsidiaries and the reasonable fees and expenses of 

only one legal counsel in connection with claims, actions or proceedings by any Indemnitee against any 

Loan Party under any Loan Document (all the foregoing in this clause (c), collectively, the “Indemnified 

Liabilities”), provided, that no Loan Party shall have any obligation hereunder to any Indemnitee with 

respect to Indemnified Liabilities to the extent determined in a final non-appealable judgment by a court 

of competent jurisdiction to have primarily (A) resulted from the gross negligence or willful misconduct 

of such Indemnitee or any of such Indemnitee’s controlled affiliates or any of their respective officers, 

directors or employees, (B) arisen from a material breach of such Indemnified Person’s funding 

obligations hereunder or (C) arisen from any dispute between Lenders other than the Administrative 

Agent, in its capacity as such. Without limiting the foregoing, and to the extent permitted by applicable 

law, PCG agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to 

cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to 

all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever 

kind or nature, under or related to Environmental Laws, that any of them might have by statute or 

otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 

30 days after written demand therefor, subject to the applicable Financing Order and the Borrower’s 

receipt of reasonably detailed invoices. Statements payable by the Borrower pursuant to this Section 10.5 

shall be submitted to Treasurer (Telephone No. (415) 817-8199/(415) 267-7000) (Telecopy No. 

(415) 267-7265/7268), at the address of the Borrower set forth in Section 10.2(a) with a copy to Chief 

Counsel, Corporate (Telephone No. (415) 817-8200) (Telecopy No. (415) 817-8225), at the address of the 

Borrower set forth in Section 10.2(a), or to such other Person or address as may be hereafter designated 

by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 

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shall survive for two years after repayment of the Loans and all other amounts payable hereunder. This 

Section 10.5 shall not apply with respect to Taxes, other than Taxes that represent claims, damages, 

losses, liabilities, costs or expenses arising from non-Tax claims. 

10.6 Successors and Assigns; Participations and Assignments. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties 

hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing 

Lender that issues any Letter of Credit), except that (i) no Loan Party may assign or otherwise transfer 

any of its rights or obligations hereunder without the prior written consent of each Lender (and any 

attempted assignment or transfer by a Loan Party without such consent shall be null and void) and (ii) no 

Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this 

Section 10.6. 

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to 

one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a 

Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or 

operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the 

Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement 

(including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written 

consent (such consent not to be unreasonably withheld or delayed) of: 

(A) the Borrower, provided that no consent of the Borrower 

shall be required for an assignment to a Lender (or an Affiliate of any Lender) or an 

Approved Fund or, if an Event of Default has occurred and is continuing, any other 

Person, and provided further, that the Borrower shall be deemed to have consented to any 

such assignment unless it shall object thereto by written notice to the Administrative 

Agent within ten (10) Business Days after having received notice thereof from the 

assigning Lender (with a copy to the Administrative Agent); 

(B) the Administrative Agent, provided that no consent of the

Administrative Agent shall be required for an assignment of (x) any Term Loan or 

Commitment (other than a Revolving Commitment) to an assignee that is a Lender (or an 

Affiliate of a Lender) or an Approved Fund or (y) any Revolving Commitment to an 

assignee that is a Lender with a Revolving Commitment immediately prior to giving 

effect to such assignment; 

(C) each Issuing Lender, in the case of the assignment of all or 

a portion of a Revolving Commitment or any Revolving Lender’s obligations in respect 

of its Participation Amount. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender, an Eligible 

Assignee that is an Affiliate of any Lender party to this Agreement on the Closing Date 

or an assignment of the entire remaining amount of the assigning Lender’s Commitments 

or Loans of any Class, the amount of the Commitments or Loans of the assigning Lender 

subject to each such assignment (determined as of the date the Assignment and 

Assumption with respect to such assignment is delivered to the Administrative Agent) 

shall not be less than $1,000,000 with respect to the assignment of Initial Term Loan 

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Commitments, Delayed Draw Term Loan Commitments, Incremental Term Loan 

Commitments and Term Loans and $20,000,000 with respect to the assignment of 

Revolving Commitments and Revolving Loans unless each of the Borrower and the 

Administrative Agent otherwise consent (such consents not to be unreasonably withheld), 

provided that (1) no such consent of the Borrower shall be required if an Event of Default 

has occurred and is continuing and (2) with respect to any Lender party to this Agreement 

on the Closing Date, such amounts shall be aggregated in respect of such Lender and any 

Affiliate of such Lender that is an Eligible Assignee; 

(B) the parties to each assignment shall execute and deliver to 

the Administrative Agent an Assignment and Assumption, together with a processing and 

recordation fee of $3,500; and 

(C) the Assignee, if it shall not be a Lender, shall deliver to the 

Administrative Agent an administrative questionnaire and any tax forms required by 

Section 2.14(e). 

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such 

assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, 

the parties to the assignment shall make such additional payments to the Administrative Agent in an 

aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, 

purchases by the assignee of participations or subparticipations, or other compensating actions, including 

funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of 

Loans and L/C Obligations previously requested but not funded by the Defaulting Lender, to each of 

which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all 

payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any Issuing Lender 

or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full 

pro rata share of all Loans and participations in Letters of Credit in accordance with its Percentage. 

Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any 

Defaulting Lender hereunder shall become effective under applicable law without compliance with the 

provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender 

for all purposes of this Agreement until such compliance occurs. 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 

from and after the effective date specified in each Assignment and Assumption the Assignee 

thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment 

and Assumption, shall have the rights and obligations of a Lender under this Agreement, and the 

assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and 

Assumption, be released from its obligations under this Agreement (and, in the case of an 

Assignment and Assumption covering all of the assigning Lender’s rights and obligations under 

this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to 

the benefits of Sections 2.13, 2.14, 2.15 and 10.5 but shall be subject to the limitations set forth 

therein); provided, that except to the extent otherwise expressly agreed by the affected parties, no 

assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party 

hereunder arising from the Lender having been a Defaulting Lender. Any assignment or transfer 

by a Lender of rights or obligations under this Agreement that does not comply with this Section 

10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in 

such rights and obligations in accordance with paragraph (c) of this Section. 

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(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower 

(and such agency being solely for tax purposes), shall maintain at one of its offices a copy of each 

Assignment and Assumption delivered to it and a register for the recordation of the names and 

addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C 

Obligations owing to, each Lender pursuant to the terms hereof from time to time (the 

“Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and 

the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each 

Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder 

for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be 

available for inspection by the Borrower, each Issuing Lender and any Lender, at any reasonable 

time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an 

assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire and 

any tax forms required by Section 2.14(e) (unless the Assignee shall already be a Lender 

hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any 

written consent to such assignment required by paragraph (b) of this Section, the Administrative 

Agent shall accept such Assignment and Assumption and record the information contained 

therein in the Register. No assignment shall be effective for purposes of this Agreement unless it 

has been recorded in the Register as provided in this paragraph. 

(c) (i) Any Lender may, without the consent of the Loan Parties, the Administrative Agent or 

any Issuing Lender, sell participations to one or more banks or other entities (other than a Defaulting 

Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a 

portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its 

Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this 

Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties 

hereto for the performance of such obligations and (C) the Loan Parties, the Administrative Agent, the 

Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in 

connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to 

which a Lender sells such a participation shall provide that such Lender shall retain the sole right to 

enforce this Agreement and to approve any amendment, modification or waiver of any provision of this 

Agreement; provided that such agreement may provide that such Lender will not, without the consent of 

the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each 

Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and 

(2) directly affects such Participant. Participants shall not vote on waivers of Defaults or Events of 

Default. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be 

entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had 

acquired its interest by assignment pursuant to paragraph (b) of this Section. 

(ii) Notwithstanding anything to the contrary herein, a Participant shall not be 

entitled to receive any greater payment under Section 2.13 or 2.14 than the applicable Lender 

would have been entitled to receive with respect to the participation sold to such Participant, 

unless the sale of the participation to such Participant is made with the Borrower’s prior written 

consent to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to 

the benefits of Section 2.14 unless such Participant complies with Section 2.14(e). 

(iii) Each Lender that sells a participation shall, acting solely for this purpose as a 

non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address 

of each Participant and the principal amounts (and stated interest) of each Participant’s interest in 

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the Loans or other obligations under the Loan Documents (the “Participant Register”); provided 

that no Lender shall have any obligation to disclose all or any portion of the Participant Register 

(including the identity of any Participant or any information relating to a Participant's interest in 

any commitments, loans, letters of credit or its other obligations under any Loan Document) to 

any Person except to the extent that such disclosure is necessary to establish that such 

commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-

1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be 

conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded 

in the Participant Register as the owner of such participation for all purposes of this Agreement 

notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent 

(in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant 

Register. 

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its 

rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to 

secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, 

and this Section shall not apply to any such pledge or assignment of a security interest; provided that no 

such pledge or assignment of a security interest shall release a Lender from any of its obligations 

hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. 

(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes 

to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. 

(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may 

have funded hereunder to its designating Lender without the consent of the Loan Parties, the 

Administrative Agent or any Issuing Lender and without regard to the limitations set forth in Section 

10.6(b). Each of the Loan Parties, each Lender and the Administrative Agent hereby confirms that it will 

not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any 

bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy 

or similar law, for one year and one day after the payment in full of the latest maturing commercial paper 

note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit 

Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, 

damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of 

its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. 

(g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity 

as Lenders, will assign without the consent of the Borrower, prior to the Closing Date, any of the 

Commitments held by them on the date of this Agreement. 

10.7 Adjustments; Set off. Subject, in each case, to the applicable Financing Order: 

(a) Except to the extent that this Agreement expressly provides for payments to be allocated to a 

particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the 

Obligations owing to it hereunder, or receive any collateral in respect thereof (whether voluntarily or 

involuntarily, by set off or otherwise), in a greater proportion than any such payment to or collateral 

received by any other Lender, if any, in respect of the Obligations owing to such other Lender hereunder, 

such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such 

portion of the Obligations owing to each such other Lender hereunder, or shall provide such other 

Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to 

share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, 

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however, that if all or any portion of such excess payment or benefits is thereafter recovered from such 

Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the 

extent of such recovery, but without interest. 

(b) After the occurrence and during the continuance of an Event of Default, in addition to any 

rights and remedies of the Lenders provided by law, including other rights of set-off, each Lender shall 

have the right, without prior notice to the Borrower, any such notice being expressly waived by the 

Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the 

Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), after any applicable 

grace period, to set off and appropriate and apply against such amount any and all deposits (general or 

special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or 

claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or 

unmatured, at any time held or owing by such Lender or any branch, Affiliate or agency thereof to or for 

the credit or the account of the Borrower; provided, that in the event that any Defaulting Lender shall 

exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the 

Administrative Agent for further application in accordance with the provisions of Section 2.18 and, 

pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed 

held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders, and (y) the 

Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in 

reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of 

setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such 

setoff and application made by such Lender, provided that the failure to give such notice shall not affect 

the validity of such setoff and application. 

10.8 Counterparts. This Agreement may be executed by one or more of the parties to this 

Agreement on any number of separate counterparts, and all of said counterparts taken together shall be 

deemed to constitute one and the same instrument. Delivery of an executed signature page of this 

Agreement by facsimile transmission shall be effective as delivery of an original executed counterpart 

hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower 

and the Administrative Agent. 

10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any 

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 

unenforceability without invalidating the remaining provisions hereof, and any such prohibition or 

unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any 

other jurisdiction. Without limiting the foregoing provisions of this Section 10.9, if and to the extent that 

the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by 

Debtor Relief Laws, as determined in good faith by the Administrative Agent or any Issuing Lender, as 

applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

10.10 Integration. This Agreement, the other Loan Documents and the Fee Letters represent the 

entire agreement of the Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders with 

respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations 

or warranties by the Loan Parties, the Administrative Agent, the Collateral Agent or any Lender relative 

to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

10.11 GOVERNING LAW. EXCEPT TO THE EXTENT GOVERNED BY THE 

BANKRUPTCY CODE, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE 

PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND 

INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

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10.12 Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and 

unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement 

and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment 

in respect thereof, to the exclusive jurisdiction of the Bankruptcy Court, and to the extent the Bankruptcy 

Court does not have (or abstains from exercising) jurisdiction, the courts of the City of New York, 

Borough of Manhattan, State of New York, the courts of the United States for the Southern District of 

New York, and appellate courts from any thereof; 

(b) consents that any such action or proceeding may be brought in such courts and waives any 

objection that it may now or hereafter have to the venue of any such action or proceeding in any such 

court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or 

claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a 

copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to 

such party at its address set forth in Section 10.2(a) or at such other address which has been notified to the 

parties hereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other 

manner permitted by law or shall limit the right to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or 

recover in any legal action or proceeding relating to this Agreement or any other Loan Document any 

special, exemplary, punitive or consequential damages. 

10.13 Acknowledgments. Each Loan Party hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement 

and the other Loan Documents; 

(b) none of the Administrative Agent, the Collateral Agent nor any Lender has any fiduciary 

relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of 

the other Loan Documents, and the relationship between Administrative Agent, the Collateral Agent and 

Lenders, on one hand, the Loan Parties, on the other hand, in connection herewith or therewith is solely 

that of debtor and creditor; and 

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by 

virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the 

Lenders. 

10.14 Confidentiality. 

(a) Each of the Administrative Agent, the Collateral Agent and each Lender agrees to keep 

confidential in accordance with such party’s customary practices (and in any event in compliance with 

applicable law regarding material non-public information) all non-public information provided to it by the 

Borrower, the Administrative Agent, the Collateral Agent or any Lender pursuant to or in connection with 

this Agreement that is designated by the provider thereof as confidential; provided that nothing herein 

shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the 

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Administrative Agent, the Collateral Agent, any other Lender or any Affiliate thereof, (b) subject to an 

agreement to comply with the provisions of this Section or substantially equivalent provisions, to any 

actual or prospective Transferee, any direct or indirect counterparty to any Swap Agreement (or any 

professional advisor to such counterparty) or any credit insurance providers, (c) to its employees, 

directors, agents, attorneys, service providers, accountants and other professional advisors or those of any 

of its Affiliates (as long as such attorneys, service providers, accountants and other professional advisors 

are subject to confidentiality requirements substantially equivalent to this Section), (d) upon the request or 

demand of any Governmental Authority, (e) in response to any order of any court or other Governmental 

Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or 

required to do so in connection with any litigation or similar proceeding, (g) that has been publicly 

disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any 

nationally recognized rating agency that requires access to information about a Lender’s investment 

portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the 

exercise of any remedy hereunder or under any other Loan Document, provided that, in the case of 

clauses (d), (e) and (f) of this Section 10.14, with the exception of disclosure to bank regulatory 

authorities, the Borrower (to the extent legally permissible) shall be given prompt prior notice so that it 

may seek a protective order or other appropriate remedy. 

(b) Each Lender acknowledges that any such information referred to in clause (a) above and any 

other information (including requests for waivers and amendments) furnished by the Borrower or the 

Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents, 

may include material non-public information concerning the Loan Parties and their respective Affiliates 

or their respective securities. Each Lender represents and confirms that such Lender has developed 

compliance procedures regarding the use of material non-public information; that such Lender will handle 

such material non-public information in accordance with those procedures and applicable law, including 

United States federal and state securities laws; and that such Lender has identified to the Administrative 

Agent a credit contact who may receive information that may contain material non-public information in 

accordance with its compliance procedures and applicable law. 

10.15 WAIVERS OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, 

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL 

BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR 

ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

10.16 Patriot Act; Beneficial Ownership Regulation. Each Lender hereby notifies the Borrower 

that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information 

that identifies the Borrower, which information includes the name and address of the Borrower and other 

information that will allow such Lender to identify the Borrower in accordance with the Patriot Act. The 

Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all 

documentation and other information that the Administrative Agent or such Lender reasonably requests in 

order to comply with its ongoing obligations under applicable “know your customer” and anti-money 

laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. 

10.17 No Advisory or Fiduciary Responsibility. In connection with all aspects of each 

transactions contemplated hereby (including in connection with any amendment, waiver or other 

modification hereof or of any other Loan Document), the Loan Parties acknowledge and agree that: (i) 

(A) the arranging and other services regarding this Agreement provided by the Agents, the Arrangers and 

the Lenders are arm’s-length commercial transactions between the Loan Parties, on the one hand, and the 

Agents, the Arrangers and the Lenders, on the other hand, (B) the Loan Parties have consulted their own 

legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) the 

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Loan Parties are capable of evaluating, and understand and accept, the terms, risks and conditions of the 

transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent, Arranger and 

Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the 

relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan 

Party or any other Person and (B) none of the Agents, Arrangers or Lenders has any obligation to the 

Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those 

obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the 

Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions 

that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents, 

Arrangers or Lenders has any obligation to disclose any of such interests to the Borrower or its 

Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims 

that it may have against the Agents, the Arrangers and the Lenders with respect to any breach or alleged 

breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby 

other than a breach of the confidentiality provisions set forth in Section 10.14. 

10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding 

anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding 

among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial 

Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers 

of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound 

by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority 

to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA 

Financial Institution; and 

(b) the effects of any Bail-in Action on any such liability, including, if applicable: 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments 

of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may 

be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership 

will be accepted by it in lieu of any rights with respect to any such liability under this Agreement 

or any other Loan Document; or 

(iii) the variation of the terms of such liability in connection with the exercise of the 

Write-Down and Conversion Powers of any EEA Resolution Authority. 

10.19 Release of Liens and Release of Guaranty. 

(a) Upon the termination of the Commitments, the payment in full in cash of the Obligations 

(other than contingent Obligations not yet due and payable) and the expiration or termination of all 

outstanding Letters of Credit (or, with respect to any undrawn Letters of Credit, the establishment of a 

“backstop” letter of credit or other Cash Collateralization thereof), the Collateral shall be automatically 

released from any Liens created by the Security Documents. 

(b) The following Collateral shall be automatically released from the Liens created by the 

Security Documents without delivery of any instrument or performance of any act by any Person: 

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(i) upon a Disposition of Collateral permitted hereunder or any other Loan 

Document, such Collateral; or 

(ii) upon the approval in writing by the Required Lenders of the release of the Liens 

on any Collateral not constituting all or substantially all of the Collateral, such Collateral. 

(c) A Guarantor (other than PCG) shall be automatically released from its obligations hereunder 

without delivery of any instrument or performance of act by any Person upon the approval in writing by 

the Required Lenders of the release of such Guarantor not constituting all or substantially all of the 

Guarantors. 

(d) In connection with the termination or release of Collateral from the Liens created by the 

Security Documents or the release of a Guarantor, the Collateral Agent shall: 

(i) in the case of termination or release of Collateral from the Liens created by the 

Security Documents, (A) execute and deliver to any Loan Party, at such Loan Party’s expense, all 

documents that such Loan Party shall reasonably request to evidence such termination or release 

and (B) return to the Borrower, any possessory Collateral that is in the possession of the 

Collateral Agent and is the subject of such release (provided that, upon request by the Collateral 

Agent, the Borrower shall deliver to the Collateral Agent a certificate of a Responsible Officer 

certifying that such transaction has been or was consummated in compliance with the Loan 

Documents), and 

(ii) in the case of a release of a Guarantor, at the Borrower’s expense, execute and 

deliver a written release in form and substance reasonably satisfactory to the Borrower, to 

evidence the release of the Guarantor promptly upon the reasonable request of the Borrower. 

10.20 Financing Orders. This Agreement is subject to the terms and provisions of the applicable 

Financing Order. In the event of a conflict between the terms hereof and the terms of the applicable 

Financing Order, the terms of such applicable Financing Order shall govern and control. 

SECTION 11. COLLATERAL 

11.1 Grant of Security Interest. As security for all Obligations, each Loan Party hereby grants to 

the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest, having the 

priority set forth in the Financing Orders, in all right, title and interest in, to and under any and all 

property and assets of such Loan Party, whether now owned or owing to or existing or hereafter acquired 

or arising, regardless of where located, including the following: 

(a) all Accounts; 

(b) all Chattel Paper; 

(c) all cash, cash equivalents and Deposit Accounts; 

(d) all Documents; 

(e) all Equipment; 

(f) all General Intangibles; 

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(g) all Instruments; 

(h) all Intellectual Property; 

(i) all Inventory; 

(j) all other Goods; 

(k) all Investment Property; 

(l) all Letter-of-Credit Rights; 

(m) all Commercial Tort Claims; 

(n) all Fixtures; 

(o) all books and records pertaining to any of the foregoing; 

(p) all real property owned or leased by such Loan Party; 

(q) all other personal property of such Loan Party; and 

(r) to the extent not otherwise included, all accessions to, substitutions, replacement for, and 

rents, Proceeds and products of any and all of the foregoing and all collateral security and guarantees 

given by any Person with respect to any of the foregoing. 

All of the foregoing is herein collectively referred to as the “Collateral”; provided that, notwithstanding 

anything to the contrary herein, in no event shall the Collateral (or any component term thereof) include 

or be deemed to include (i) any contracts, instruments, licenses, license agreements or other documents 

(or any rights thereunder), to the extent (and only to the extent) that the grant of a security interest therein 

would (A) constitute a default under, and would give any other party to such contract, instrument, license, 

license agreement or other document the right to terminate its obligations thereunder or (B) violate any 

Requirement of Law; provided that the limitation set forth in this clause (i) shall not affect, limit, restrict 

or impair the grant by a Loan Party of a security interest pursuant to this Agreement in any such right, to 

the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective, or 

the counterparty to such contract, instrument, license, license agreement or other document is prohibited 

from exercising any remedies thereunder, by any applicable Requirement of Law, including the UCC or 

the Bankruptcy Code, (ii) any direct or indirect interest in the Capital Stock of any joint venture, 

partnership or other entity if and for so long as the grant of such security interest shall constitute a default 

under or termination pursuant to the terms of the joint venture agreement, partnership agreement or other 

organizational documents of, or contract or other agreement of (or covering or purporting to cover the 

assets of) such joint venture, partnership or entity or its direct or indirect parent, or require the payment of 

a fee, penalty or similar increased costs or result in the loss of economic benefit or the abandonment or 

invalidation of a Loan Party’s or any Subsidiary’s interest in such Capital Stock or shall otherwise 

adversely impact such joint venture, partnership or other entity; provided that the limitation set forth in 

this clause (ii) shall not affect, limit, restrict or impair the grant by a Loan Party of a security interest 

pursuant to this Agreement in any such right, to the extent that an otherwise applicable prohibition or 

restriction on such grant (whether applicable to such Loan Party or to any parent company or Person 

owned by such Loan Party) is rendered ineffective by, or the applicable party is prohibited from 

exercising any remedies arising as a result thereof by, any applicable Requirement of Law, including the 

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UCC or the United States Bankruptcy Code, (iii) Avoidance Actions (provided that, from and after the 

Final Order Entry Date, “Collateral” shall include, subject to the approval of the Bankruptcy Court in the 

Final Order, all proceeds of any Avoidance Actions), (iv) any amount in excess of 65% of the Capital 

Stock of any Subsidiary that is not a domestic Subsidiary, (v) any Intellectual Property consisting of 

intent-to-use trademark applications and rights in and to such applications, prior to the filing of a 

“Statement of Use” or “Amendment to Allege Use” to the extent that a grant of security interest in such 

application would impair validity or enforceability, (vi) leases of real property expressly prohibited from 

securing debt for borrowed money pursuant to the underlying lease documents or applicable law, (vii) any 

Flood Hazard Property leased or owned by the Debtors in fee simple that the Administrative Agent shall 

not have yet determined (A) has sufficient flood insurance coverage to satisfy the flood insurance 

requirements of the Federal Emergency Management Agency, (B) is not a Flood Hazard Property or (C) 

is otherwise not subject to the Federal Emergency Management Agency’s flood insurance requirements, 

(viii) [reserved], or (ix) assets to the extent the granting or perfecting of a security interest in such assets 

would result in costs or other adverse consequences (including, without limitation, adverse tax 

consequences) to PCG or any of its Subsidiaries as reasonably determined in writing by the Borrower and 

the Administrative Agent that are excessive in view of the benefits that would be obtained by the Secured 

Parties (it being understood and agreed that if such security interest can be accomplished solely in the 

applicable Financing Order, the costs do not exceed the benefits) (clauses (i) through (ix), the “Excluded 

Property”); provided that, with respect to any Excluded Property, immediately and automatically after any 

such disqualifying condition shall cease to exist, (x) a security interest shall attach and (y) such Excluded 

Property shall no longer constitute “Excluded Property”; provided, further that Collateral shall include all 

proceeds and products of Excluded Property that are not themselves Excluded Property. For the 

avoidance of doubt, the grant of a security interest in the Collateral pursuant to this Section 11.1 is a grant 

of a security interest only and is not an assignment, transfer or conveyance of the Collateral. 

11.2 Perfection and Protection of Security Interest. 

(a) Notwithstanding the automatic perfection of any security interest granted hereunder pursuant 

to the order of the Bankruptcy Court under the applicable Financing Order the Collateral Agent may take 

such actions as the Collateral Agent shall deem necessary in order to grant, preserve, protect and perfect 

the validity and the priority of the security interests created or intended to be created hereby, including (i) 

filing one or more financing statements disclosing the Liens on the Collateral (including by indicating the 

Collateral as “all assets”) and (ii) filing a notice of the applicable Financing Order in the real property 

records in each applicable county where real property owned or leased by any Loan Party is located. 

(b) Each Loan Party shall execute any and all further documents, financing statements, 

agreements and instruments, and take all such further actions that may be required under any Requirement 

of Law, or that the Collateral Agent or the Required Lenders may reasonably request, in order to grant, 

preserve, protect and perfect the validity and priority of the security interests created or intended to be 

created hereby to the extent required hereunder; provided, however, that notwithstanding anything to the 

contrary contained in this Agreement or in any other Loan Document, no Loan Party or any Subsidiary of 

a Loan Party will be obligated to enter into any mortgage, authorize any fixture filing, enter into any 

agreement providing “control” as defined in Section 9-104, 9-105, 9-106 and 9-107 of the UCC as in 

effect in any relevant jurisdiction or to undertake any registration in respect of assets subject to a 

certificate of title, it being understood that and all such Liens and security interests shall nonetheless be 

deemed fully and automatically perfected. 

11.3 Right to Cure. Upon the occurrence and during the continuance of an Event of Default, the 

Collateral Agent shall have the right to, at the written direction of the Required Lenders and upon ten (10) 

days’ notice to the applicable Loan Party, pay any amount or do any act required of any Loan Party 

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hereunder or under any other Loan Document (other than in respect of principal, interest or fees on the 

Loans or Letters of Credit) in order to preserve, protect, maintain or enforce the Obligations or its Liens in 

the Collateral, and which any Loan Party fails to pay or do, including payment of any judgment against 

any Loan Party, any insurance premium, any warehouse charge, any finishing or processing charge, any 

landlord’s or bailee’s claim, and any other obligation secured by a Lien upon or with respect to the 

Collateral; provided that the Collateral Agent shall not pay any amount being diligently contested by 

appropriate proceedings. All payments that the Collateral Agent makes under this Section 11.3 and all 

out-of-pocket costs and reasonable expenses that the Collateral Agent pays or incurs in connection with 

any reasonable action taken by it hereunder shall be considered part of the Obligations. Any payment 

made or other action taken by the Collateral Agent under this Section 11.3 shall be without prejudice to 

any right to assert an Event of Default hereunder and to proceed thereafter as herein provided. 

11.4 Power of Attorney. Each Loan Party hereby appoints the Collateral Agent and the 

Collateral Agent’s designee(s) as such Loan Party’s attorney for the purpose of carrying out the 

provisions of this Agreement and taking any action and executing any instrument that the Collateral 

Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the 

generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence of and during 

the continuance of an Event of Default to (i) sign such Loan Party’s name on any invoice, bill of lading, 

warehouse receipt or other document of title relating to any Collateral, on assignments of Accounts, on 

notices of assignment, financing statements and other public records and to file any such financing 

statements permitted under this Agreement by electronic means with or without a signature as authorized 

or required by Requirements of Law or filing procedure and (ii) use, sell, assign, transfer, pledge, make 

any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts 

and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and 

completely as though the Collateral Agent were the absolute owner for all purposes. Each Loan Party 

ratifies and approves all acts of such attorney. This power, being coupled with an interest, is irrevocable 

until this Agreement has been terminated and the non-contingent Obligations have been fully satisfied. 

11.5 The Agent’s and Lenders’ Rights, Duties and Liabilities. The Loan Parties assume all 

responsibility and liability arising from or relating to the use, sale, or other disposition of the Collateral. 

The Obligations shall not be affected by any failure of the Secured Parties to take any steps to perfect the 

Liens under the Facilities or to collect or realize upon the Collateral, nor shall loss of or damage to the 

Collateral release any Loan Party from any of the Obligations. 

11.6 Rights in Respect of Investment Property. During the existence of an Event of Default, 

subject to the Financing Orders, (i) the Collateral Agent at the direction of the Required Lenders may, 

upon written notice to the relevant Loan Party, transfer or register in the name of the Collateral Agent or 

any of its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of 

Investment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies 

and claims of any Loan Party with respect thereto (as used in this Section 11.6 collectively, the “Pledged 

Collateral”) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may 

thereafter, after written notice to the applicable Loan Party, exercise all voting and corporate rights at any 

meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and 

any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options 

pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to 

exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, 

reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business 

entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the Collateral 

Agent of any right, privilege or option pertaining to any of the Pledged Collateral, and in connection 

therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, 

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transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, 

all without liability except to account for property actually received by it, but the Collateral Agent shall 

have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall 

not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under 

Requirements of Law, after the Collateral Agent’s giving of the notice specified in clause (i) of this 

Section 11.6, all rights of any Loan Party to exercise the voting and other consensual rights which it 

would otherwise be entitled to exercise and to receive the dividends, interest and other distributions which 

it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of 

Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, 

thereupon become vested in the Collateral Agent which shall thereupon have the sole right to exercise 

such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, 

interest, and other distributions, and (iii) each Loan Party shall execute and deliver (or cause to be 

executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral 

Agent or a Lender may reasonably request for the purpose of enabling the Collateral Agent to exercise the 

voting and other rights which it is entitled to exercise pursuant to this Section 11.6 and to receive the 

dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this 

Section 11.6. 

11.7 Remedies. 

(a) Each Loan Party recognizes that the Collateral Agent may be unable to effect a public sale of 

any or all of the Collateral that constitutes securities to be sold by reason of certain prohibitions contained 

in applicable federal or state securities laws but may be compelled to resort to one or more private sales 

thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire 

such Collateral to be sold for their own account for investment and not with a view to the distribution or 

resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices 

and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such 

circumstances, agrees that any such private sale shall, to the extent permitted by law, be deemed to have 

been made in a commercially reasonable manner. Unless required by a Requirement of Law, the 

Collateral Agent shall not be under any obligation to delay a sale of any of such Collateral to be sold for 

the period of time necessary to permit the issuer of such securities to register such securities under the 

laws of any jurisdiction outside the United States or under any applicable federal or state securities laws, 

even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the 

extent that such Loan Party may do so under any Requirements of Law, all such other acts and things as 

may be necessary to make such sales or resales of any portion or all of such Collateral or other property to 

be sold valid and binding and in compliance with any and all Requirements of Law at the Loan Parties’ 

expense. Each Loan Party further agrees that a breach of any of the covenants contained in this Section 

11.7(a) will cause irreparable injury to the Secured Parties for which there is no adequate remedy at law 

and, as a consequence, agrees that each covenant contained in this Section 11.7(a) shall be specifically 

enforceable against such Loan Party, and each Loan Party hereby waives and agrees, to the fullest extent 

permitted by law, not to assert as a defense against an action for specific performance of such covenants 

that (i) such Loan Party’s failure to perform such covenants will not cause irreparable injury to the 

Secured Parties or (ii) the Secured Parties have an adequate remedy at law in respect of such breach. 

(b) If an Event of Default has occurred and is continuing, the Collateral Agent shall have for the 

benefit of the Secured Parties, in addition to all other rights of the Secured Parties, the rights and remedies 

of a secured party under the UCC, and without limiting the generality of the foregoing, the Collateral 

Agent shall be empowered and entitled to (subject to the expiration of the Remedies Notice Period (as 

defined in the Financing Orders prior to taking any of the following actions): (i) take possession of, 

foreclose on and/or request a receiver of the Collateral and keep it on any Loan Party’s premises at any 

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time, at no cost to the Secured Parties, or remove any part of it to such other place or places as the 

Collateral Agent may desire, or the Loan Parties shall, upon the Collateral Agent’s or the Required 

Lender’s demand, at the Loan Parties’ cost, assemble the Collateral and make it available to the Collateral 

Agent at a place reasonably convenient to the Collateral Agent; (ii) exercise of set-off rights on cash 

collateral or deposits; (iii) sell and deliver any Collateral at public or private sales, for cash, upon credit or 

otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole 

discretion, and may postpone or adjourn any sale of the Collateral by an announcement at the time and 

place of sale or of such postponed or adjourned sale; (iv) hold, lease, develop, manage, operate, control 

and otherwise use the Collateral upon such terms and conditions as may be reasonable under the 

circumstances (making such repairs, alterations, additions and improvements and taking other actions, 

from time to time, as may be reasonably necessary or desirable), exercise all such rights and powers of 

each Loan Party with respect to the Collateral, whether in the name of such Loan Party or otherwise, 

including without limitation the right to make, cancel, enforce or modify leases, obtain and evict tenants, 

and demand, sue for, collect and receive all rents, in each case, in accordance with the standards 

applicable to the Collateral Agent under the Loan Documents, (v) cause consultants to inspect the 

Collateral and to assure compliance by each Loan Party of the terms and conditions of the Loan 

Documents and (vi) take any other actions under applicable law in connection with the Collateral 

(including preparing for the disposition thereof), and all actual, reasonable, out-of-pocket fees and 

expenses incurred in connection therewith shall be borne by the Loan Parties. Upon demand from the 

Collateral Agent, the applicable Loan Party shall direct the grantor or licensor of, or the contracting party 

to, any property agreement with respect to any property to recognize and accept the Collateral Agent, for 

the benefit of and on behalf of the Secured Parties, as the party to such agreement for any and all purposes 

as fully as it would recognize and accept such Loan Party and the performance of such Loan Party 

thereunder and, in such event, without further notice or demand and at such Loan Party’s sole cost and 

expense, the Collateral Agent, for the benefit of and on behalf of the Secured Parties, may exercise all 

rights of such Loan Party arising under such agreements. Without in any way requiring notice to be given 

in the following manner, each Loan Party agrees that any notice by the Collateral Agent of sale, 

disposition or other intended action hereunder or in connection herewith, whether required by the UCC or 

otherwise, shall constitute reasonable notice to such Loan Party if such notice is mailed by registered or 

certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least 

ten (10) days prior to such action to the Loan Parties’ address specified in or pursuant to Section 10.2. If 

any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given 

against the Obligations until the Collateral Agent or the Lenders receive payment, and if the buyer 

defaults in payment, the Collateral Agent may resell the Collateral. In the event the Collateral Agent 

seeks to take possession of all or any portion of the Collateral by judicial process, each Loan Party 

irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might 

otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to 

recover the Collateral; and (C) any requirement that the Collateral Agent retain possession and not 

dispose of any Collateral until after trial or final judgment. Each Loan Party agrees that the Collateral 

Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any 

Person. The Collateral Agent is hereby granted a license or other right to use, without charge, each Loan 

Party’s labels, patents, copyrights, name, trade secrets, trade names, trademarks and advertising matter, or 

any similar property, in completing production of, advertising or selling any Collateral, and each such 

Loan Party’s rights under all licenses and all franchise agreements shall inure to the Collateral Agent’s 

benefit for such purpose. The proceeds of sale shall be applied first to all expenses of sale, including 

reasonable attorneys’ fees, and then to the Obligations. The Collateral Agent will return any excess to the 

applicable Loan Party and the Loan Parties shall remain liable for any deficiency. 

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(c) The Collateral Agent and the Lenders acknowledge that, notwithstanding anything herein to 

the contrary, (i) neither the Collateral Agent nor any Lender may take any action under this Section 11.7 

(or similar provisions of any Loan Document) except after compliance with any applicable notice 

requirements applicable thereto set forth in the Financing Orders and any Requirement of Law applicable 

thereto. Following the occurrence and during the continuance of an Event of Default, all amounts 

received by the Collateral Agent on account of the Obligations, from the Loan Parties and/or all amounts 

with respect to the proceeds of any Collateral shall be (subject to the proviso below) promptly disbursed 

by the Collateral Agent as follows, unless otherwise agreed by the Required Lenders (or unless otherwise 

provided in the Financing Orders): (1) first, to pay all reasonable out-of-pocket costs and expenses 

(including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the 

Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents, the 

Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other 

realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve 

its security interest in the Collateral), (2) second, to pay all reasonable out-of-pocket costs and expenses 

(including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of 

the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, (3) third, to 

pay interest on Loans and L/C Obligations then outstanding, (4) fourth, to pay (on a ratable basis) 

principal of Loans then outstanding and any Reimbursement Obligations then outstanding, and to Cash 

Collateralize any outstanding L/C Obligations or Cash Management Obligations on terms reasonably 

satisfactory to the Administrative Agent, and (5) fifth, to pay the surplus, if any, to whomever may be 

lawfully entitled to receive such surplus. To the extent that any amounts available for distribution 

pursuant to clause “third” and “fourth” above are attributable to the issued but undrawn amount of 

outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts 

shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the 

applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then 

following the expiration of all Letters of Credit, to all other obligations of the type described in such 

clause “third” and “fourth”. To the extent that any amounts available for distribution pursuant to clause 

“third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys 

shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective 

Commitments. 

SECTION 12. GUARANTY 

12.1 Guaranty; Limitation of Liability. 

(a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably 

guarantees, as primary obligor and not merely as surety, the performance and punctual payment when 

due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or 

otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the 

Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, interest, 

premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, 

being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses 

(including reasonable out-of-pocket fees and expenses of counsel pursuant to Section 10.5) incurred by 

the Administrative Agent, the Collateral Agent or any Lender in enforcing any rights under this Guaranty 

or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability 

shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any 

other Loan Party to the Administrative Agent, the Collateral Agent or any Lender under or in respect of 

the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a 

bankruptcy, reorganization or similar proceeding involving such other Loan Party. 

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(b) Each Guarantor (the “Contributing Party”) hereby unconditionally and irrevocably agrees that 

in the event any payment shall be required to be made by any other Guarantor (the “Claiming Party”) to 

the Administrative Agent, the Collateral Agent or any Lender under this Guaranty and the Claiming Party 

is not fully indemnified by the Borrower, the Contributing Party will contribute, to the maximum extent 

permitted by law, such amounts to each other Claiming Party so as to maximize the aggregate amount 

paid to the Administrative Agent, the Collateral Agent and the Lenders under or in respect of the Loan 

Documents. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 

12.1(b) shall (subject to Section 12.4) be subrogated to the rights of such Claiming Party to the extent of 

such payment. 

(c) Anything herein or in any other Loan Document to the contrary notwithstanding, the 

maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event 

exceed the amount that can be guaranteed by such Guarantor under applicable law, including applicable 

federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent 

permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each 

Guarantor provided in Section 12.1(b) be included as an asset of the respective Guarantor in determining 

the maximum liability of such Guarantor hereunder. 

12.2 Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be 

paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or 

order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the 

Administrative Agent, the Collateral Agent or any Lender with respect thereto. The Obligations of each 

Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other 

Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or 

actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of 

whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or 

any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this 

Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby 

irrevocably waives any defenses (other than the indefeasible payment in full of all the Secured 

Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following: 

(a) any lack of validity or enforceability of any provision under this Agreement, any Loan 

Document or any agreement or instrument relating thereto; 

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of 

the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the 

Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan 

Document, including any increase in the Guaranteed Obligations resulting from the extension of 

additional credit to any Loan Party or otherwise; 

(c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or 

amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the 

Guaranteed Obligations; 

(d) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed 

Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed 

Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of 

any Loan Party; 

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(e) any change, restructuring or termination of the corporate structure or existence of any Loan 

Party; 

(f) any failure of the Administrative Agent, the Collateral Agent or any Lender to disclose to any 

Loan Party any information relating to the business, condition (financial or otherwise), operations, 

performance, properties or prospects of any other Loan Party now or hereafter known to the 

Administrative Agent, the Collateral Agent or such Lender, as the case may be (each Guarantor waiving 

any duty on the part of the Administrative Agent, the Collateral Agent and the Lenders to disclose such 

information); 

(g) the failure of any other Person to execute or deliver this Guaranty or the release or reduction 

of liability of any Guarantor or surety with respect to the Guaranteed Obligations; or 

(h) any other circumstance (including any statute of limitations) or any existence or reliance on 

any representation by the Administrative Agent, the Collateral Agent or any Lender that might otherwise 

constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, in its 

capacity as a guarantor or surety. 

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any 

payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the 

Administrative Agent, the Collateral Agent or any Lender or any other Person, for whatever reason, all as 

though such payment had not been made. 

12.3 Waivers and Acknowledgements. 

(a) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this 

Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed 

Obligations, whether existing now or in the future. 

(b) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by 

reason of any claim or defense based upon an election of remedies by the Administrative Agent, the 

Collateral Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely 

affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such 

Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other 

guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or 

counterclaim against or in respect of the Obligations of such Guarantor hereunder. 

(c) Each Guarantor acknowledges that the Administrative Agent may, to the extent permitted by 

applicable Requirements of Law, without notice to or demand upon such Guarantor and without affecting 

the liability of such Guarantor under this Guaranty, foreclose under any Loan Document by non-judicial 

sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent, the 

Collateral Agent and the Lenders against such Guarantor of any deficiency after such non-judicial sale 

and any defense or benefits that may be afforded by applicable Requirements of Law. 

(d) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from 

the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 

12.2 and this Section 12.3 are knowingly made in contemplation of such benefits. 

12.4 Subordination. Each Guarantor hereby unconditionally and irrevocably agrees not to 

enforce any rights that it may now have or hereafter acquire against the Borrower or any other Loan Party 

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that arise from the existence, payment, performance or enforcement of such Guarantor’s Guaranteed 

Obligations under or in respect of this Guaranty or any other Loan Document, including any right of 

subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in 

any claim or remedy of the Administrative Agent, the Collateral Agent or any Lender against the 

Borrower or any other Loan Party, whether or not such claim, remedy or right arises in equity or under 

contract, statute or common law, including the right to take or receive from the Borrower or any other 

Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment 

or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations 

and all other amounts payable under this Guaranty shall have been paid in full and the Commitments shall 

have expired or been terminated, and any such rights shall be fully subordinated until such time. If any 

amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time 

prior to the later of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts 

payable under this Guaranty and (b) the Termination Date, such amount shall be received and held in trust 

for the benefit of the Administrative Agent, the Collateral Agent and the Lenders, shall be segregated 

from other property and funds of such Guarantor and shall forthwith be paid or delivered to the 

Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to 

be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, 

whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as 

Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter 

arising. If (i) any Guarantor shall make payment to the Administrative Agent of all or any part of the 

Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this 

Guaranty shall have been paid in full and (iii) the Termination Date shall have occurred, the 

Administrative Agent, the Collateral Agent and the Lenders will, at such Guarantor’s request and 

expense, execute and deliver to such Guarantor appropriate documents, without recourse and without 

representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an 

interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to 

this Guaranty. 

12.5 Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) 

remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other 

amounts payable under this Guaranty and the termination or expiration of all Commitments, (b) be 

binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable 

by the Administrative Agent, the Collateral Agent and the Lenders and their respective successors, 

transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding 

sentence, any Assignee that has been assigned or transferred all or any portion of a Lender’s Loans, 

Commitments or rights and obligations under this Agreement in accordance with Section 10.6 shall 

thereupon become vested with all the benefits granted to such transferring Lender under this Guaranty. 

No Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate any of its 

duties, liabilities or obligations hereunder or under any other Loan Document without the prior written 

consent of the Required Lenders. 

12.6 Additional Guarantors. If, at any time, a Subsidiary of PCG or the Borrower becomes a 

debtor or a debtor-in-possession in the Cases, PCG and the Borrower shall cause such Subsidiary to 

become a Guarantor hereunder, by executing a joinder to this Agreement in form and substance 

reasonably satisfactory to the Administrative Agent (a “Guarantor Joinder”). 

[Remainder of page intentionally left blank. Signature pages follow.]

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Senior Secured Superpriority Debtor-in-Possession Credit Agreement 

Pacific Gas and Electric Company 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed 

and delivered by their proper and duly authorized officers as of the day and year first above written. 

PACIFIC GAS AND ELECTRIC COMPANY, 

by 

 

 Name: 

 Title: 

PG&E CORPORATION, 

by 

 

 Name: 

 Title: 

JPMORGAN CHASE BANK, N.A., as Administrative 

Agent and Lender 

by 

 

 Name: 

 Title: 

CITIBANK, N.A., as Collateral Agent and Lender 

by 

 

 Name: 

 Title: 

[●], 

by 

 

 Name: 

 Title: 

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