Section # Events of Default 111112

If the Company’s reported financial or operating results become subject to a material negative restatement, the Executive Resources Committee may determine that all or a portion of the bonus or bonus units granted to a grantee during the three year period prior to such material restatement, where such grantee was an Executive Officer during all or any portion of such three year period, would not have been granted if the Company’s results as originally published had been equal to the Company’s results as subsequently restated (the “restatement forfeiture bonus or bonus units”). In such event, at the company’s discretion, the restatement bonus or bonus units are forfeited and the company shall make no payment with respect to such restatement forfeiture bonus or bonus units.

Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the terms of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of # the Revolver Usage as of such date, plus # the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under [Section 2.3(a)], plus # the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to [Section 2.11(a)]. Each such reduction shall be in an amount of $5,000,000 or a greater integral multiple of $1,000,000, shall not cause or result in the Revolver Commitments being less than $500,000,000 (unless the Revolver Commitments are being reduced to zero), shall be made by providing not less than ten days prior written notice to Agent, and shall be irrevocable. The Revolver Commitments, once reduced, may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolver Commitments before the Maturity Date, if any Loan Party or any of its Restricted Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Takeout Commitments. With respect to any Takeout Commitment with an Agency, if applicable, # with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to [[Organization B:Organization]]’s wire instructions or the [[Organization B:Organization]] has approved such wire transfer instructions in writing in its sole discretion, or # the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by [[Organization B:Organization]] in writing as [[Organization B:Organization]]’s Payee Number or the [[Organization B:Organization]] has approved the related Payee Number in writing in its sole discretion. With respect to any Takeout Commitment with an Agency for which the Agency is swapping the related Purchased Mortgage Loans for a mortgage backed security, the applicable Agency documents list [[Organization B:Organization]] or its designee as sole subscriber.

Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, each Borrower shall immediately prepay its Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this [Section 2.05(b)(i)] unless after the prepayment in full of the Revolving Loans and the Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Revolving Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in # such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment, or # the Total Revolving Outstandings exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Revolving Loans may be Daily LIBOR Rate Loans, Prime Rate Loans or LIBOR Loans, as further provided herein.

Other Commitments. Additional Classes of Commitments may be established as provided in Section 2.18, and the Loans thereunder shall be made in accordance with, and subject to the terms and conditions set forth in, such Section.

Additional to all other clauses and commitments in this Agreement, both parties acknowledge and agree to the following –

Extension of Commitments. Effective as of the Extension Date, the Termination Date of the Commitment of each Extending Lender identified on [Schedule I] shall be extended to January 26, 2023, which, for purposes of [Section 2.08(d)(ii)] of the Credit Agreement, shall be the "Current Termination Date."

Subject to the conditions set forth in this [Section 2.06(e)], the Borrowers shall have the right at any time and from time to time upon five (5) Business Days prior written notice to each of the Agents to # increase the Aggregate Domestic Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Commitments and/or the Aggregate U.K. Commitments and/or the Aggregate PR Commitments to the Aggregate Domestic Commitments, # increase the Aggregate Canadian Commitments (to the extent the same has been previously reallocated to the Aggregate Domestic Commitments or the Aggregate U.K. Commitments or the Aggregate PR Commitments) by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Commitments and/or the Aggregate U.K. Commitments and/or the Aggregate PR Commitments to the Aggregate Canadian Commitments, # increase the Aggregate U.K. Commitments (to the extent the same has been previously reallocated to the Aggregate Domestic Commitments or the Aggregate Canadian Commitments or the Aggregate PR Commitments) by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Commitments and/or all or a portion of the Aggregate Canadian Commitments and/or the Aggregate PR Commitments to the Aggregate U.K.Canadian Commitments, or (DC) increase the Aggregate PR Commitments (to the extent the same has been previously reallocated to the Aggregate Domestic Commitments or the Aggregate Canadian Commitments or the Aggregate U.K. Commitments) by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Commitments and/or Aggregate Canadian Commitments and/or Aggregate U.K. Commitments to the Aggregate PR Commitments.