Common use of Amounts Clause in Contracts

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10, each Lender severally agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).

Amounts. (i) Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Lender severally severally, but not jointly, agrees, upon a the Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined Availability, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum making of (i) the aggregate outstanding Revolving Loans any proposed Borrowing would cause Availability to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were be less than zero), the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i). (ii) The Borrower shall, upon demand by the Agent, execute and deliver to each Lender a promissory note to evidence the Revolving Loan of that Lender. Each note shall be in the principal amount of the Lender’s Pro Rata Share of the Revolving Loan Commitments, dated the date hereof and substantially in the form of Exhibit A (each a “Revolving Loan Note” and, collectively, the “Revolving Loan Notes”). Each Revolving Loan Note shall represent the obligation of the Borrower to pay the amount of Lender’s Pro Rata Share of the Revolving Loan Commitments, or, if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans to the Borrower, together with interest thereon as prescribed in this Section 1.2. The entire unpaid balance of the Revolving Loans and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Lender severally agreesseverally, but not jointly, agrees upon a the Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, the Borrowers in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of Availability and CAPEX Loans (collectively with the Combined AvailabilityRevolving Loans, the “Loans”) to the Borrowers in amounts not to exceed such Lender’s CAPEX Loan Commitment except in each instance for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans Aggregate Revolver Outstandings would exceed Availability after giving effect to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i).

Amounts. Subject to the terms herein including the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8 and subject to the Financing Orders, each New Term Lender severally agreesseverally, but not jointly, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date entry of the Interim Order to the Termination Date, agrees to make revolving new term loans (the "Revolving New Term Loans") to such Borrower, in amounts an aggregate principal amount not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such New Term Lender's Pro Rata Share of the Combined Availability. The LendersNew Term Loan Commitment; provided, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of that (i) the aggregate outstanding Revolving no more than $20,000,000 of New Term Loans (excluding Facility Fees that are deemed to be New Term Loans pursuant to Section 2.4 and paid-in-kind interest added to the Borrowers, principal balance of any New Term Loan pursuant to Section 2.1) shall be made during the period beginning on the Closing Date and ending on the entry of the Final Order and (ii) after giving effect to such New Term Loan, the aggregate amount of Pending Revolving Loans Aggregate Outstandings shall not exceed the Adjusted Borrowing Base then in effect. Notwithstanding anything herein to the Borrowerscontrary, not greater than $56,000,000 of New HOUSTON\2261364 Term Loans (iii) the aggregate undrawn amount of outstanding Letters of Credit excluding Facility Fees that are deemed to be New Term Loans pursuant to Section 2.4 and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject paid-in-kind interest added to the Agent's authority, in its sole discretion, to make Agent Advances principal balance of any New Term Loan pursuant to Section 2.1) shall be made during the terms term of SECTION 2.2(i)this Agreement. Amounts borrowed under this Section 1.2(a) and repaid or prepaid may not be reborrowed.

Amounts. (i) Subject to the satisfaction of all of the terms and conditions precedent set forth in ARTICLE 10of this Agreement, each Lender severally severally, but not jointly, agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i). (ii) The Borrower shall execute and deliver to each Lender a note to evidence the Revolving Loans of that Lender. Each note shall be in the principal amount of the Lender's Commitment, dated the date hereof and substantially in the form of Exhibit A (each a "Revolving Loan Note" and, collectively, the "Revolving Loan Notes"). Each Revolving Loan Note shall represent the obligation of the Borrower to pay the amount of Lender's Commitment, or, if less, such Lender's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans to the Borrower together with interest thereon as prescribed in Section 1.2. The entire unpaid balance of the Revolving Loans and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date.

Amounts. (i) Subject to the satisfaction of the conditions precedent set forth in ARTICLE 108 (Conditions of Lending), each Lender severally severally, but not jointly, agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined AvailabilityAvailability (based on such Lender's Pro Rata Share of Revolving Loan Commitments), except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans Aggregate Revolver Outstandings would exceed Availability after giving effect to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i) (Agent Advances). (ii) Borrower shall execute and deliver to each Lender a note to evidence the Revolving Loan of that Lender. Each note shall be in the principal amount of the Lender's Pro Rata Share of the Revolving Loan Commitments, dated the date hereof and substantially in the form of Exhibit A-1 (such promissory notes, together with any new notes issued pursuant to Section 11.2 (Assignments; Participations) upon the assignment of any portion of any Lender's Revolving Loans, being hereinafter referred to collectively as the "Revolving Loan Notes" and each of such promissory notes being hereinafter referred to individually as a Revolving Loan Note"). Each Revolving Loan Note shall represent the obligation of Borrower to pay the amount of Lender's Pro Rata Share of the Revolving Loan Commitments, or, if less, such Lender's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans to Borrower together with interest thereon as prescribed in Section 3.1 (Revolving Loans). The entire unpaid balance of the Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 11 and subject to the applicable DIP Orders, each Lender severally agrees, upon a Borrower's the Borrowers’ request from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date, to make revolving loans (the "“Revolving Loans"Loans ”) to such Borrowerthe Borrowers, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC the Bank with respect to BABC Bank Loans or Agent Advances) such Lender's ▇▇▇▇▇▇’s Pro Rata Share of the Combined Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION Section 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were is equal or less than zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminatedthe Combined Availability is greater than zero, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i). Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "'Revolving Loans"') to such the Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers Borrower or participate (as provided for in SECTION Section 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the BorrowersBorrower, (ii) the aggregate amount of Pending Revolving Loans to the BorrowersBorrower, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a the Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i)."

Amounts. Subject to the satisfaction of the ------------------- ------- conditions precedent set forth in ARTICLE Article 10, each Lender severally severally, but not ---------- jointly, agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Loan Availability Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC the Bank with respect to BABC Non- Ratable Loans or for the Agent with respect to Agent Advances) such Lender's Pro Rata Share of the Combined AvailabilityBorrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers have issued, or participate (as provided for in SECTION 2.3(fSection 2.4(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters Letter of Credit Issuer in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) Aggregate Revolver Outstandings exceed the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i).. --------------

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, and except for Non-Ratable Loans and Agent Advances, each Revolving Credit Lender severally severally, but not jointly, agrees, upon a Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, the Borrowers in aggregate amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined Aggregate Availability; provided that on the date of such request, and giving pro forma effect to such request, the aggregate amount advanced pursuant to this Section 1.2(a)(i) against the aggregate manufactured housing Inventory of FMC and FRC shall not exceed 25% of the Aggregate Availability (the “Manufactured Housing Inventory Limit”). The Revolving Credit Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Aggregate Borrowing Bases or the Borrowing Base of FMC or FRC or the Manufactured Housing Inventory Limit, as applicable, on one or more occasions, but if they do so, neither the Agent nor the Revolving Credit Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount Borrowing Base of FMC or FRC, or the Combined Availability Aggregate Borrowing Bases or the Manufactured Housing Inventory Limit or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).

Amounts. Subject to the satisfaction of the --------------- ------- conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a Borrower---------- ABT's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrowerthe Borrowers, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Borrowers' Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(fSection ------- 2.4(f)) in the credit support or enhancement provided through the Agent to the ------ issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) Aggregate Revolver Outstandings exceed the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined the Availability determined for this purpose calculated as if clauses (b)(i) through (iv) of such definition the Aggregate Revolver Outstandings were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i).. --------------

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such the Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined AvailabilityBorrower's Avail-ability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION Section 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If at any time the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit Aggregate Revolver Outstanding exceeds the Combined Availability (with Combined the Availability determined calculated as if clauses (b)(i) through (iv) of such definition the Aggregate Revolver Outstandings were zero), then the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i)."

Amounts. Subject to the satisfaction of the terms and conditions precedent set forth in ARTICLE 10this Agreement, each Lender severally severally, but not jointly, agrees, upon a any Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, (i) the M▇▇▇▇▇ Borrowers in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined M▇▇▇▇▇ Borrowing Base, and (ii) the RoadOne Borrowers in amounts not to exceed such Lender’s Pro Rata Share of the RoadOne Borrowing Base; provided, however, that in no event shall (A) the Aggregate Revolver Outstandings exceed Availability, (B) the Aggregate M▇▇▇▇▇ Revolver Outstandings exceed M▇▇▇▇▇ Availability, or (C) the Aggregate RoadOne Revolver Outstandings exceed RoadOne Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability M▇▇▇▇▇ Borrowing Base and/or the RoadOne Borrowing Base on one or more occasions, but if they do so, neither the Collateral Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount M▇▇▇▇▇ Borrowing Base or the Combined Availability RoadOne Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (iA) the aggregate outstanding Revolving Loans Aggregate M▇▇▇▇▇ Revolver Outstandings would exceed M▇▇▇▇▇ Availability after giving effect to the Borrowersany Borrowing, (iiB) the aggregate amount of Pending Revolving Loans Aggregate RoadOne Revolver Outstandings would exceed RoadOne Availability after giving effect to the Borrowersany Borrowing, or (iiiC) the aggregate undrawn amount of outstanding Letters of Credit and (iv) Aggregate Revolver Outstandings would exceed Availability after giving effect to any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Collateral Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 9, each Lender severally agrees, upon a Borrowerthe Parent's request from time to time on any Business Day during the period from the Closing Date to the Termination Datetime, to make revolving loans (Post-Petition Revolving Loans to the "Revolving Loans") to such BorrowerBorrowers, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Settlement Loans or Agent Advances) such Lender's Pro Rata Share of the Combined AvailabilityAvailability at such time. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(fSection 2.2(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Post-Petition Revolving Loans to the BorrowersLoans, (ii) the aggregate amount of Pending Revolving Loans to Loans, the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Maximum Revolver Amount, the Lenders Lenders, or any of them, may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower on such terms as the Lenders Lenders, or such Lender, may determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Revolving Lender severally severally, but not jointly, agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Revolving Lender's Pro Rata Share of the Combined AvailabilityAvailability of such Borrower, except for Non-Ratable Loans and Agent Advances. The Revolving Lenders, however, in their discretionunanimous discretion with the prior written consent of all the Lenders (subject to Section 12.21), may elect to make Revolving Loans to the Borrowers a Borrower or participate (as provided for in SECTION 2.3(f)) in the credit support issue or enhancement provided through the Agent arrange to the issuers of have issued Letters of Credit for the account of a Borrower in excess of the Combined Availability of such Borrower on one or more occasions, but if they do so, neither the Administrative Agent nor the Revolving Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability of such Borrower or to be obligated to exceed such limits on any other occasion. If ; provided, that nothing herein shall in any way limit the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i). If the Administrative Agent has actual knowledge that any Borrowing by a Borrower would exceed Availability of such Borrower, the Revolving Lenders shall not, without the prior written consent of all of the Lenders, make such Borrowing to such Borrower until such excess has been eliminated, subject to the Administrative Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Lender severally severally, but not jointly, agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the Borrowers (including Revolving Loans that qualify as Ex-Im Bank Guaranteed Loans under the Ex-Im Bank Borrower Agreement) in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability, except for Non-Ratable Loans and Agent Advances and as otherwise set forth herein with respect to Ex-Im Bank Guaranteed Loans. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit or Credit Support in excess of the Combined Availability or the Borrowing Base on one or more occasionsoccasions (provided that any such advance of an Ex-Im Bank Guaranteed Loan may not exceed the limitations specified in Section 1.2(k) or in the definition of Export-Related Borrowing Base contained in the Ex-Im Bank Borrower Agreement), but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount Availability or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) Aggregate Revolver Outstandings would exceed the aggregate outstanding Revolving Loans Borrowing Base after giving effect to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower and the issuance of Letters of Credit and Credit Support as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(j).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Original Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such the Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC BofA with respect to BABC BofA Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Borrower's Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(fSection 2.4(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the BorrowersLoans, (ii) the aggregate amount of Pending Revolving Loans to Loans, the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Availability, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i). The Borrower acknowledges and agrees that the payment (the "Assignment Payment") made on the Original Closing Date pursuant to Section 3(a)(i) of the Bank Assignment Agreement by BABC to those banks and other financial institutions party to the Original Credit Agreement with respect to the purchase of the outstanding loans made to the Borrower under the Original Credit Agreement shall constitute a Revolving Loan requested by the Borrower in the amount of such payment.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Lender severally severally, but not jointly, agrees, upon a Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined AvailabilityAvailability of such Borrower, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans to the Borrowers a Borrower or participate (as provided for in SECTION 2.3(f)) in the credit support issue or enhancement provided through the Agent arrange to the issuers of have issued Letters of Credit for the account of a Borrower in excess of the Combined Availability of such Borrower on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability of such Borrower or to be obligated to exceed such limits on any other occasion. If ; provided, that nothing herein shall in any way limit the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i). If the Administrative Agent has actual knowledge that any Borrowing by a Borrower would exceed Availability of such Borrower, the Lenders shall not, without the prior written consent of all of the Lenders, make such Borrowing to such Borrower until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i). Notwithstanding anything herein to the contrary, not greater than $60,000,000 of Revolving Loans shall be made on the Closing Date to refinance Indebtedness existing on the Effective Date or to pay fees and expenses incurred in connection with the Transactions.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 10 and subject to the Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, as the case may be, each Lender severally agrees, upon a Borrower's the Borrowers' request from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrowerthe Borrowers, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION Section 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were is equal or less than zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminatedthe Combined Availability is greater than zero, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i). All loans (including principal, accrued interest and fees) and all other obligations owing under the Interim Agreement and related documents shall be deemed to be Revolving Loans hereunder and/or other Obligations owing under this Agreement. Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10, each Lender severally agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans and Term Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).

Amounts. Subject to the satisfaction terms and conditions of the conditions precedent set forth in ARTICLE 10this Agreement, each Lender severally severally, but not jointly, agrees, upon a Borrower's ACL’s request on behalf of the Borrowers, from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, the Borrowers in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined Availability. The LendersCommitments, provided, however, that at no time shall Revolving Loans be made if, as a result thereof, the Aggregate Revolver Outstandings would exceed the Borrowing Base. Notwithstanding the proviso in the preceding sentence, the Lenders may, in their unanimous discretion, may elect to make Revolving Loans that would cause the Aggregate Revolver Outstandings to exceed the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding any requested Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit Loan exceeds the Combined Unused Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), then the Lenders may refuse to make or may otherwise restrict the making of such Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminatedLoan, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 2.01(b)(x).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10II, each Lender severally severally, but not jointly, agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (together with each Agent Advance and Non-Ratable Loan, the "Revolving LoansREVOLVING LOANS") to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) Aggregate Revolver Outstandings exceed the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing Base, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i1.2(I). Each Lender is purchasing a portion of the Existing Revolving Loan and a portion of the Existing Acquisition Loan. A portion of the outstanding principal balance of the Existing Revolving Loan in the aggregate principal amount of $9,483,333.33 is hereby restated as a portion of the outstanding Revolving Loans hereunder.

Amounts. (i) Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8 below, each Lender severally severally, but not jointly, agrees, upon a the Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined Availability, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit proposed Borrowing exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Availability, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i)(i). (ii) The Borrower shall, upon demand by the Agent, execute and deliver to each Lender an amended and restated note to evidence the Revolving Loan of that Lender. Each note shall be in the principal amount of the Lender’s Pro Rata Share of the Revolving Loan Commitments, dated the date hereof and substantially in the form of Exhibit A-1 (each a “Revolving Loan Note” and, collectively, the “Revolving Loan Notes”). Each Revolving Loan Note shall represent the obligation of the Borrower to pay the amount of Lender’s Pro Rata Share of the Revolving Loan Commitments, or, if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans to the Borrower together with interest thereon as prescribed in this Section 1.2. The entire unpaid balance of the Revolving Loans and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Lender severally severally, but not jointly, agrees, upon a Borrowerthe Funds Administrator's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the Borrowers on a joint and several basis in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of Availability with respect to Garlock Sealing or the Combined Excess Collateral Providers, as the case may ▇▇ (▇▇ if less, such Lender's Pro Rata Share of Aggregate Availability), on behalf of which such request is made, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability applicable Garlock Sealing Borrowing Base or the Excess Collateral Providers Bo▇▇▇▇▇▇▇ Base (as applicable) on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability such Borrowing Base or to be obligated to exceed such limits on any other occasion. If any Borrowing to Garlock Sealing would exceed the sum Availability of (i) the aggregate outstanding Revolving Loans Garlock Sealing, an▇ ▇▇▇▇▇wing to the BorrowersExcess Collateral Providers wo▇▇▇ ▇▇▇eed the Availability of the Excess Collateral Providers, (ii) the aggregate amount of Pending Revolving Loans or any Borrowing to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrower exceed Aggregate Availability, the Lenders may refuse to make or may otherwise restrict the making of such Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i).

Amounts. Subject to the satisfaction of the --------------- ------- conditions precedent set forth in ARTICLE Article 10, each Lender severally severally, but not jointly, agrees, upon a Borrowerthe applicableBorrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the applicable Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC the Bank with respect to BABC Non-Ratable Loans or for the Agent with respect to Agent Advances) such Lender's Pro Rata Share of the Combined AvailabilityBorrowing Base; provided that the Revolving Loans to IMS AB shall not exceed an amount equal to clause (a)(ii)(C) of the definition of Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) Aggregate Revolver Outstandings exceed the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i).. -------------

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8, each Revolving Lender severally severally, but not jointly, agrees, upon a Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Revolving Lender's ’s Pro Rata Share of the Combined AvailabilityAvailability of such Borrower, except for Non–Ratable Loans and Agent Advances. The Revolving Lenders, however, in their discretionunanimous discretion and with the prior written consent of the Majority Term Lenders (subject to Section 12.21), may elect to make Revolving Loans to the Borrowers a Borrower or participate (as provided for in SECTION 2.3(f)) in the credit support issue or enhancement provided through the Agent arrange to the issuers of have issued Letters of Credit for the account of a Borrower in excess of the Combined Availability Borrowing Base of such Borrower on one or more occasions, but if they do so, neither the Administrative Agent nor the Revolving Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base of such Borrower or to be obligated to exceed such limits on any other occasion. If ; provided, that nothing herein shall in any way limit the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i). If the Administrative Agent has actual knowledge that any Borrowing by a Borrower would exceed Availability of such Borrower, the Revolving Lenders shall not, without the prior written consent of the Majority Term Lenders, make such Borrowing to such Borrower until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 9, each Lender severally agrees, upon a any Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Datetime, to make revolving loans (the "Revolving Loans") to such Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availabilitylesser of Individual Availability for such Borrower or Availability in the aggregate at such time. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(fSection 2.4(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined lesser of Individual Availability or Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Individual Maximum Revolver Amounts or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the BorrowersLoans, (ii) the aggregate amount of Pending Revolving Loans to Loans, the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined Maximum Revolver Amount, the Lenders, or any of them, may refuse to make or otherwise restrict the making of Revolving Loans on such terms as the Lenders, or such Lender, may determine until such excess has been eliminated. Similarly, if clauses (b)(i) through (iv) the sum of outstanding Revolving Loans to any Borrower, the aggregate amount of Pending Revolving Loans to such Borrower, the undrawn amount of outstanding Letters of Credit issued for the account of such definition were zero)Borrower and any unpaid reimbursement obligations in respect of Letters of Credit issued for the account of such Borrower exceeds the Individual Maximum Revolver Amount with respect to such Borrower, the Lenders Lenders, or any of them, may refuse to make or otherwise restrict the making of Revolving Loans to a such Borrower on such terms as the Lenders Lenders, or such Lender, may determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10SECTIONS 10.1 and 10.3, each Lender severally severally, but not jointly, agrees, upon a any Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC the Bank with respect to BABC Non-Ratable Loans or and except for the Agent with respect to Agent Advances) such Lender's Pro Rata Share of the Combined Availabilityportion of the Borrowing Base allocable to such Borrower (as shown on the most recent Borrowing Base Certificate delivered to the Agent); PROVIDED, HOWEVER, that the aggregate principal amount of all outstanding Revolving Loans made to the Borrowers shall not exceed the Borrowing Base, except to the extent permitted under SECTION 13. 1. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability for a particular Borrower or Total Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans Aggregate Revolver Outstandings exceed, or after giving effect to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to would exceed, the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i2.2(I).

Amounts. Subject to the satisfaction terms and conditions of this Agreement and relying upon each of the conditions precedent representations and warranties of the Borrower and the Guarantors set forth in ARTICLE 10each of the Loan Documents, each Lender severally agreesseverally, upon a but not jointly, agrees to make Loans and issue Letters of Credit to the Borrower's request , at any time and from time to time on any Business Day during the period from and after the Closing Date to and until the Termination Maturity Date, to make revolving loans (the "Revolving Loans") to such Borrower, in amounts an aggregate principal amount at any time outstanding not to exceed for the Borrowers on an aggregate basis (except for BABC GMAC CF with respect to BABC Non-Rateable Loans or and except for the Agent with respect to Agent Advances) such Lender's ’s Pro Rata Share of the Combined Availabilitylesser of (x) the Borrowing Base in effect at such time and (y) the Maximum Revolving Credit Line, consisting of Revolving Loans and Letters of Credit as described in Sections 2.2 and 2.3 hereof, respectively (the “Revolving Credit Facility”). The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans to exceed the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess limits of the Combined Availability of the Borrower on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or Availability of the Combined Availability Borrower or to be obligated to exceed such the limits of the Availability of the Borrower on any other occasion. If If, at any time, the sum unpaid balance of (i) the Revolving Loans plus the L/C Reserve exceeds the Borrowing Base, or the unpaid balance of the Revolving Loans plus the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate face amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of all Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Maximum Revolving Credit Line, then the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower and/or Letters of Credit on such terms as the Lenders determine until such excess has been eliminatedeliminated and the Borrower shall immediately repay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an amount equal to such excess, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 2.2(h).

Amounts. Subject to the satisfaction terms and conditions of the conditions precedent set forth in ARTICLE 10this Agreement, each Lender severally severally, but not jointly, agrees, upon a BorrowerACL's request on behalf of the Borrowers, from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, the Borrowers in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Availability. The LendersCommitments, provided, however, that at no time shall Revolving Loans be made if, as a result thereof, the Aggregate Revolver Outstandings would exceed the Borrowing Base. Notwithstanding the proviso in the preceding sentence, the Lenders may, in their unanimous discretion, may elect to make Revolving Loans that would cause the Aggregate Revolver Outstandings to exceed the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding any requested Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit Loan exceeds the Combined Unused Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero), then the Lenders may refuse to make or may otherwise restrict the making of such Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminatedLoan, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 2.01(b)(x).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Administrative Agent Advances) such Lender's Pro Rata Share of the Combined such Borrower's Individual Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(fSection 2.4(f)) in the credit support or enhancement provided to a Borrower through the Administrative Agent to the issuers of Letters of Credit in excess of the Combined such Borrower's Individual Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount Total Facility or the Combined such Borrower's Individual Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit a Borrower's Individual Outstandings exceeds the Combined Individual Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrower, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a such Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).the

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10, each Lender severally agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such the Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC the Bank with respect to BABC Loans Non-Ratable Loans, Agent Advances or Agent Over Advances) such Lender's Pro Rata Share of the Combined Borrower's Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f2.4(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit for the account of the Borrower in excess of the Combined Borrower's Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability of the Borrower or to be obligated to exceed such limits on any other occasion. If the sum Aggregate Revolver Outstandings for the account of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit Borrower exceeds the Combined Availability of the Borrower (with Combined such Availability determined for this purpose calculated as if clauses (b)(i) through (iv) the Aggregate Revolver Outstandings for the account of such definition the Borrower were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a for the account of the Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i), and subject to the Agent's authority, in its sole discretion, to make Over Advances pursuant to the terms of SECTION 2.2(j).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans Loans, Agent Advances or Agent Over Advances) such Lender's Pro Rata Share of the Combined such Borrower's Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(fSection 2.4(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit for the account of a Borrower in excess of the Combined such Borrower's Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Individual Revolver Amount or the Combined Availability of a Borrower or to be obligated to exceed such limits on any other occasion. If the sum Aggregate Revolver Outstandings for the account of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit a Borrower exceeds the Combined Availability of such Borrower (with Combined such Availability determined for this purpose calculated as if clauses (b)(i) through (iv) the Aggregate Revolver Outstandings for the account of such definition Borrower were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a for the account of either Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i), and subject to the Agent's authority, in its sole discretion, to make Over Advances pursuant to the terms of Section 2.2(j).

Amounts. Subject to all the satisfaction terms and conditions of this Agreement and the conditions precedent set forth Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, and in ARTICLE 10the absence of an Event or Event of Default (either before or after giving effect to the relevant Revolving Loan), each Lender severally agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, agrees to make revolving loans (the "Revolving Loans") to a Borrower until, but not including the Termination Date, upon such Borrower's request from time to time in accordance with Section 2.2(b), in amounts an amount not to exceed for exceed, in the Borrowers on an aggregate basis at any time outstanding, the lesser of (except for BABC with respect to BABC Loans or Agent Advancesi) such Lender's Commitment and (ii) such Lender's Pro Rata Share of the Combined Availability. No Revolving Loan shall be made if the amount of such Revolving Loan would exceed the Availability at such time. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If Without intending to limit the sum discretion of (i) the aggregate outstanding Agent or any Lender with respect to Revolving Loans, if at any time the unpaid balance of the Revolving Loans giving effect to the Borrowers, (ii) the aggregate amount of Pending requested Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit Loan exceeds the Combined Availability (with Combined the Availability determined as if clauses (b)(i) through (iv) the amount of such definition the outstanding Revolving Loans were zero), then the Lenders Lenders, or any of them, may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower on such terms as the Lenders Lenders, or such Lender, may determine until such excess has been eliminated. Each borrowing hereunder shall consist of the same type of Revolving Loans which shall, at the option of the Borrower (but subject to the Agent's authorityprovisions of this Agreement), be either Reference Rate Loans or Eurodollar Rate Loans, as specified by the Borrower in its sole discretion, to make Agent Advances pursuant to the terms Notice of SECTION 2.2(i)Borrowing requesting same.

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE Article 10, each Lender severally agrees, upon a the Borrower's request from time to time on any Business Day during the period from the Closing Initial Funding Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such the Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's Pro Rata Share of the Combined lesser of (i) the Maximum Revolver Amount and (ii) the Availability. The LendersAll of the Lenders acting in concert, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Maximum Revolver Amount or the Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit Aggregate Revolver Outstandings exceeds the Combined Availability (with Combined Availability determined for this purpose calculated as if clauses (b)(i) through (iv) of such definition the Aggregate Revolver Outstandings were zero)) or if the Revolving Loans exceed the Maximum Revolver Amount, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION Section 2.2(i).

Amounts. (i) Subject to the satisfaction of all of the terms and conditions precedent set forth in ARTICLE 10of this Agreement, each Lender severally severally, but not jointly, agrees, upon a the Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrower, the Borrower in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of Availability, except for Non-Ratable Loans and Agent Advances. In addition to the Combined Availability. The Agent’s rights under Section 1.2(i), the Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, ’s authority to make Agent Advances pursuant in accordance with and subject to the terms of SECTION 2.2(iSection 1.2(i). (ii) The Borrower shall execute and deliver to each Lender a note to evidence the Revolving Loans of that Lender. Each note shall be in the principal amount of the Lender’s Commitment, dated the date hereof and substantially in the form of Exhibit A (each a “Revolving Loan Note” and, collectively, the “Revolving Loan Notes”). Each Revolving Loan Note shall represent the obligation of the Borrower to pay the amount of such Lender’s

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10, each Lender severally agrees, upon a the Borrower's request from time to time on any Business Day during the period any Period of Availability from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to such the Borrower, in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC Bank of America with respect to BABC Bank of America Loans or Agent Advances) such Lender's Pro Rata Share of the Combined Borrower's Availability. The Lenders, however, in their discretion, may elect to make Revolving Loans to the Borrowers or participate (as provided for in SECTION 2.3(f2.4(f)) in the credit support or enhancement provided through the Agent to the issuers of Letters of Credit in excess of the Combined Availability on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability or to be obligated to exceed such limits on any other occasion. If the sum of (i) Aggregate Revolver Outstandings exceed the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined the Availability determined for this purpose calculated as if clauses (b)(i) through (iv) of such definition the Aggregate Revolver Outstandings were zero), the Lenders may refuse to make or otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(i).

Amounts. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 10Article 8 (and with respect to Ex-Im Bank Revolving Loans, such other conditions precedent imposed by the Bank), each Lender severally severally, but not jointly, agrees, upon a Borrower's ’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "“Revolving Loans"”) to such Borrowerthe Borrowers (including Ex-Im Bank Revolving Loans to Borrowers that are eligible borrowers under an Ex-Im Bank Guaranteed Loan; provided, however, no Lender shall have any obligation to extend an Ex-Im Bank Revolving Loan to any Borrower after the sooner of three (3) years after the Funding Date of the initial Ex-Im Bank Revolving Loan, if any, or the Termination Date) in amounts not to exceed for the Borrowers on an aggregate basis (except for BABC with respect to BABC Loans or Agent Advances) such Lender's ’s Pro Rata Share of the Combined Availability, except for Non Ratable Loans and Agent Advances and, as otherwise set forth herein, with respect to Ex-Im Bank Revolving Loans. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to the Borrowers or participate (as provided for in SECTION 2.3(f)) in the credit support or enhancement provided through the Agent to the issuers of have issued Letters of Credit in excess of the Combined Availability Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Maximum Revolver Amount or the Combined Availability Borrowing Base or to be obligated to exceed such limits on any other occasion. If the sum of (i) the aggregate outstanding Revolving Loans to the Borrowers, (ii) the aggregate amount of Pending Revolving Loans to the Borrowers, (iii) the aggregate undrawn amount of outstanding Letters of Credit and (iv) any unpaid reimbursement obligations in respect of Letters of Credit exceeds the Combined Availability (with Combined Availability determined as if clauses (b)(i) through (iv) of such definition were zero)Borrowing would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to a Borrower as the Lenders determine until such excess has been eliminated, subject to the Agent's ’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 2.2(iSection 1.2(i).