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.

Revolving Commitments. The Administrative Agent, the Collateral Agent and the Borrower may amend this Agreement and the other Loan Documents to # increase the Revolving Commitments and the Letter of Credit Sublimit (any such increase a “Revolving Commitment Increase”) in an aggregate principal amount not to exceed $45,000,000.00 and # make such other changes as are necessary and appropriate in the reasonable discretion of the Administrative Agent to give effect to any such Revolving Commitment Increase. In connection with any Revolving Commitment Increase pursuant to this [Section 2.19(a)], the Borrower may approach and accept commitments from new [[Organization B:Organization]] to provide the Revolving Commitment Increase (provided that if the Administrative Agent would have consent rights with respect to such new lender under [Section 11.04] herein were such new lender to take an assignment of Loans or Commitments hereunder, such new lender shall be reasonably acceptable to the Administrative Agent). Any Revolving Commitment Increase (i)may not benefit from any Guarantees or Collateral that do not benefit the Term Loans and (ii)shall otherwise be on terms and pursuant to documentation to be determined by the Borrower, the [[Organization B:Organization]] providing such Revolving Commitment Increase and consented to by the Term Loan [[Organization B:Organization]] in their sole discretion. For the avoidance of doubt, upon any such Revolving Commitment Increase pursuant to this [Section 2.19(a)], each of the Term Loan [[Organization B:Organization]] and Revolving [[Organization B:Organization]] hereby agree to execute and deliver the Agreement Among [[Organization B:Organization]] which may provide for the Revolving Commitment Increase to be in the form of a super-priority revolver facility and which shall otherwise be in form and substance satisfactory to the Term Loan [[Organization B:Organization]] (in their sole discretion) and Revolving [[Organization B:Organization]] and irrevocably authorize and instruct the Administrative Agent and Collateral Agent to enter into the Agreement Among [[Organization B:Organization]]. This [Section 2.19(a)] shall supersede any provisions in [Section 11.02] to the contrary.

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.

Term Loan Commitments. Subject only to the conditions set forth in [Section 4.01], each ​ with an Initial Term Loan Commitment severally agrees to make to the ​ on the Closing Date a term loan denominated in Dollars equal to such ​’s Initial Term Loan Commitment (the “Initial Term Loans”; provided that any Delayed Draw Term Loans that are funded hereunder shall also be deemed to constitute Initial Term Loans following such funding). Initial Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. At any time and from time to time during the Delayed Draw Commitment Period, subject to the terms and conditions set forth in [Section 4.03] hereof, each ​ with a Delayed Draw Commitment severally agrees to make to the ​ on the applicable Delayed Draw Closing Date a Term Loan denominated in Dollars in an aggregate amount requested by the ​ but not exceeding such ​’s unfunded Delayed Draw Commitment as of such date immediately prior to giving effect to such Borrowing (the “Delayed Draw Term Loans”); provided that the aggregate principal amount of all such Borrowings of Delayed Draw Term Loans shall not exceed the aggregate amount of the Delayed Draw Commitments as of the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loans and Delayed Draw Term Loans may be Base Rate Loans (in the case of Term Loans denominated in Dollars) or Eurocurrency Rate Loans, as further provided herein; provided that Delayed Draw Term Loans will initially be of the same Type and will have the same Interest Period as the Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans. To the extent practicable, the Initial Term Loans and Delayed Draw Term Loans will be treated as the same Class (i.e., “fungible”) and will have the same CUSIP.

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