Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such
terms in the Term Sheet.
In connection with the foregoing, the Buyers are pleased to advise you of
their respective commitments to enter into such Transactions with Sellers:
||with respect to the DIP Commitment, commencing on or after November 30, 2017, in an aggregate maximum available amount of $1,900,000,000 (ONE BILLION NINE HUNDRED MILLION DOLLARS), consisting of certain sublimits
as more particularly set forth in the attached Term Sheet, and two-thirds of the DIP Commitment is hereby committed to by Cayman Branch and one-third of the DIP
Commitment is hereby committed to by Barclays; and |
||with respect to the Exit Commitment, commencing on or after the Effective Date, in an aggregate maximum available amount of $1,900,000,000 (ONE BILLION NINE HUNDRED MILLION DOLLARS), consisting of certain sublimits as
more particularly set forth in the attached Term Sheet, and two-thirds of the Exit Commitment is hereby committed to by Cayman Branch and one-third of the Exit
Commitment is hereby committed to by Barclays, |
in each case, upon the terms and subject to the conditions set forth or
referred to in this commitment letter (collectively with all exhibits and other attachments hereto, this Commitment Letter), the term sheet attached hereto as Exhibit A and forming a part hereof (collectively with all
schedules attached to such exhibit, the Term Sheet) and that certain fee letter, dated the date hereof, among you and us (the Fee Letter).
It is understood and agreed that each Buyer may satisfy its commitments hereunder through any one or more of its affiliates, its branches or
its related commercial paper conduits, in which case such affiliates, branches or commercial paper conduits would be a Buyer under the Facilities (any Buyers affiliates, branches and/or related commercial paper conduits that are from time to
time Buyers are referred to as such Buyers Affiliated Buyers).
The rights and obligations of each of the Buyers
and Administrative Agent under this Commitment Letter shall be several and not joint, and no failure of any Buyer or Administrative Agent to comply with any of its obligations hereunder shall prejudice the rights of any other Buyer or Administrative
Agent, as the case may be; provided that no Buyer shall be required to fund any of the commitments of the other Buyer in the event such other Buyer fails to do so (the Breaching Party), but the Buyer that is not a Breaching
Party shall be offered an opportunity to fund in whole or in part such portion of the commitments of such Breaching Party (the Accepting Party), in which event, the Accepting Party shall be entitled to all of the fees, rights or
powers relating to such commitments that would otherwise be issued or granted to the Breaching Party.
You hereby represent, warrant and covenant that (a) all written
information (other than all financial projections (the Projections), other forward-looking and/or projected information and general economic or industry information) that has been or will be made available to Administrative Agent
or any of the Buyers by or on behalf of you or any of your affiliates or representatives (the Information), when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to