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

Exhibit D 

 Redline of DIP Credit Agreement 

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EXHIBIT B

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 25

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 27

2.1 Commitments 27

2.2 Procedures for Term Loan and Revolving Loan Borrowing 29

2.3 Incremental Facilities 29

2.4 Fees 31

2.5 Termination or Reduction of Commitments; Extension of Termination Date 31

2.6 Prepayments 32

2.7 Conversion and Continuation Options 34

2.8 Limitations on Eurodollar Tranches 34

2.9 Interest Rates and Payment Dates 34

2.10 Computation of Interest and Fees 35

2.11 Inability to Determine Interest Rate 35

2.12 Pro Rata Treatment and Payments; Notes 36

2.13 Change of Law 37

2.14 Taxes 39

2.15 Indemnity 42

2.16 Change of Lending Office 43

2.17 Replacement of Lenders 43

2.18 Defaulting Lenders 43

2.19 Priority and Liens 46

2.20 No Discharge; Survival of Claims 46

SECTION 3. LETTERS OF CREDIT 47

3.1 L/C Commitment 47

3.2 Procedure for Issuance of Letters of Credit 47

3.3 Fees and Other Charges 48

3.4 L/C Participations 49

3.5 Reimbursement Obligation of the Borrower 50

3.6 Obligations Absolute 50

3.7 Letter of Credit Payments 50

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3.8 Applications 51

3.9 Actions of Issuing Lenders 51

3.10 Borrower’s Indemnification 51

3.11 Lenders’ Indemnification 52

SECTION 4. REPRESENTATIONS AND WARRANTIES 52

4.1 Financial Condition 52

4.2 No Change 52

4.3 Existence; Compliance with Law 52

4.4 Power; Authorization; Enforceable Obligations 52

4.5 No Legal Bar 53

4.6 Litigation 53

4.7 No Default 53

4.8 Taxes 53

4.9 Federal Regulations 54

4.10 ERISA 54

4.11 Investment Company Act; Other Regulations 54

4.12 Use of Proceeds 55

4.13 Environmental Matters 55

4.14 Regulatory Matters 55

4.15 Sanctions 55

4.16 Security Interest 55

4.17 Financing Orders 55

4.18 Superpriority Claims; Liens 56

4.19 Disclosure 56

SECTION 5. CONDITIONS PRECEDENT 56

5.1 Conditions to the Closing Date 56

5.2 Conditions to Each Credit Event 58

5.3 Conditions to Borrowing on the Full Availability Date 58

SECTION 6. AFFIRMATIVE COVENANTS 59

6.2 Certificates; Other Information 60

6.3 Payment of Taxes 60

6.4 Maintenance of Existence; Compliance 60

6.5 Maintenance of Property; Insurance 61

6.6 Inspection of Property; Books and Records; Discussions 61

6.7 Notices 61

6.8 Maintenance of Licenses, etc 62

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6.9 Ratings 62

6.10 Further Assurances; Certain Properties 62

6.11 Other Bankruptcy Matters 62

6.12 Use of Proceeds 62

SECTION 7. NEGATIVE COVENANTS 63

7.1 Indebtedness 63

7.2 Liens 64

7.3 Sale and Lease Back Transactions 67

7.4 Investments, Loans and Advances 67

7.5 Mergers, Consolidations, Sales of Assets and Acquisitions 68

7.6 Dividends and Distributions 70

7.7 Transactions with Affiliates 70

7.8 Business of the Loan Parties 71

7.9 Limitation on Payments and Modifications of Indebtedness; Modifications of

Certificate of Incorporation, Bylaws and Certain Other Agreements, Etc 71

7.10 Swap Agreements 71

7.11 Other Superpriority Claims 71

7.12 Burdensome Agreements 72

SECTION 8. EVENTS OF DEFAULT 72

SECTION 9. THE AGENTS 76

9.1 Appointment and Authority 76

9.2 Delegation of Duties 76

9.3 Exculpatory Provisions 76

9.4 Reliance by Agents 77

9.5 Notice of Default 78

9.6 Non-Reliance on Agents and Other Lenders 78

9.7 Indemnification 78

9.8 Agent in Its Individual Capacity 79

9.9 Successor Agents 79

9.10 Documentation Agent and Syndication Agents 80

9.11 Guaranty and Collateral Matters 80

9.12 Credit Bidding 80

SECTION 10. MISCELLANEOUS 80

10.1 Amendments and Waivers 80

10.2 Notices 83

10.3 No Waiver; Cumulative Remedies 85

10.4 Survival of Representations and Warranties 85

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10.5 Payment of Expenses 85

10.6 Successors and Assigns; Participations and Assignments 86

10.7 Adjustments; Set off 90

10.8 Counterparts 91

10.9 Severability 91

10.10 Integration 91

10.11 GOVERNING LAW 91

10.12 Submission To Jurisdiction; Waivers 91

10.13 Acknowledgments 92

10.14 Confidentiality 92

10.15 WAIVERS OF JURY TRIAL 93

10.16 Patriot Act; Beneficial Ownership Regulation 93

10.17 No Advisory or Fiduciary Responsibility 93

10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 94

10.19 Release of Liens and Release of Guaranty 94

10.20 Financing Orders 95

SECTION 11. COLLATERAL 95

11.1 Grant of Security Interest 95

11.2 Perfection and Protection of Security Interest 97

11.3 Right to Cure 97

11.4 Power of Attorney 98

11.5 The Agent’s and Lenders’ Rights, Duties and Liabilities 98

11.6 Rights in Respect of Investment Property 98

11.7 Remedies 99

SECTION 12. GUARANTY 101

12.1 Guaranty; Limitation of Liability 101

12.2 Guaranty Absolute 102

12.3 Waivers and Acknowledgements 103

12.4 Subordination 103

12.5 Continuing Guaranty; Assignments 104

12.6 Additional Guarantors 104

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SCHEDULES:

1.1A Commitments

1.1B Interim L/C Availability 

1.1BC First Day Orders

7.1(b) Existing Indebtedness

7.2(f) Existing Liens

7.3 Sale and Leaseback Transactions

11.1A Real Property

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

debtor-in-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

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

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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 Revolving Loans that are (i) ABR Loans, 1.25% per

annum or (ii), and (b) with respect to Eurodollar Loans, 2.25% per annum, and (b) with respect to Initial 

Term Loans (including Delayed Draw Term Loans) that are (i) ABR Loans, [1.50]% per annum or (ii) 

Eurodollar Loans, [2.50]% 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 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).

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“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.

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

with the Bankruptcy Court.

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“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.

“CPUC”: the California Public Utilities Commission or its successor.

“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

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satisfied that such Lender will continue to perform its funding obligations hereunder and (B) a Lender

shall not be a Defaulting Lender 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 [●]

1

,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, 1.251.125%, 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, 2.502.25%.

“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

1 Note to Draft: To be the date that is 365 days after the date on which the Term Loan Facility is allocated.

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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.

“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

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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 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

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1.00 - Eurocurrency Reserve Requirements

“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. (the “Specified Fee Letter”) 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 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 1.1BC 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

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Person’s ownership interest in or other 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

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

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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,

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

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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 BBBby 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 PCG or any of 

its SubsidiariesLoan 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

prepayment, repayment, substitution, replacement, amendment, waiver or other modification was to

reduce the Yield applicable to the Initial Term Loans.

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“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.

“Revolving Loans”: as defined in Section 2.1(a).

“Revolving Unused Fee Rate”: a rate per annum equal to 0.375%.

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“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

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.

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“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.

“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

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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.

(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

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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”,

“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.

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(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 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.

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(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

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

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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

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,

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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

Re-Allocation 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

(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.

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(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.

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

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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 such Net Proceeds received in respect of

all such eventevents 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.

(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

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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.

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.

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(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).

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

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continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of

the then-current 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

then-current Interest Period, to ABR Loans.

2.12 Pro Rata Treatment and Payments; Notes.

(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

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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

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.

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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

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

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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.

(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

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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 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:

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(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

W-8BEN-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

W-8BEN-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

W-8BEN-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

(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

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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 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.

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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

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

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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 non-Defaulting 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;

(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

non-Defaulting 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

non-Defaulting 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

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(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.

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.

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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

(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 (but only on or after the Full Availability Date) 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)

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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 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

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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-in-fact 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

“Auto-Extension 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

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

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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

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

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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

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

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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 or failure to act in accordance with 

the standards of care specified in the New York UCC, 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

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

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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 and in accordance with the standards of care specified in the New York UCC 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 

failure to comply with the standard of care specified in the New York UCC 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 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

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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 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.

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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.

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

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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

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.

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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.

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-in-possession 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

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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.

(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.

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(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,

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

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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

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

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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

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) on or before the lastwithin five (5) Business DayDays 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).

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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

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

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(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.

(a) Promptly(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

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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.

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;

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(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;

(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);

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(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 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;

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(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;

(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

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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;

(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

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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;

(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;

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(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

(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;

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(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;

(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;

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(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

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.

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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) 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

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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 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

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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;

(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

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(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 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; or

(s) any Loan Party shall fail to execute and deliver any amendment to any Loan Document 

required to be executed and delivered by any Loan Party pursuant to the Specified Fee Letter;

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

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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.

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;

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(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

(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

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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.

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

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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 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

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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

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,

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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,

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;

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(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;

(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, (i) 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 and (ii) this 

Agreement and any other Loan Document, as applicable, may be amended (or amended and restated), 

modified or supplemented by the Administrative Agent and the Borrower to give effect to any of the 

modifications contained in the “Market Flex” section of the Specified Fee Letter, and any such 

amendment, amendment and restatement, 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

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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 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

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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

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.

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(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 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.

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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

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

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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 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:

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(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

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

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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.

(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).

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(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

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

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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,

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.

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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.

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

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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 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

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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

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.

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(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:

(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;

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(f) all General Intangibles;

(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

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from exercising any remedies arising as a result thereof by, any applicable Requirement of Law,

including the 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 real propertyFlood Hazard Property leased or owned by the Debtors in fee

simple not listed on Schedule 11.1A until such time as the Collateral Agent determines that such real 

propertythat 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 a security interest

shall attach, 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.

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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

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

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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,

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

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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 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;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan

Party;

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(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

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

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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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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:

Senior Secured Superpriority Debtor-in-Possession Credit Agreement

Pacific Gas and Electric Company

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