Common use of Revolving Advances Clause in Contracts

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90%, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 16.2, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Acceptances or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of $35,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit Reserveand Acceptances, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (xa) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (yb) Sections 2.1(iiiSection 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9080%, subject to the provisions of Section 2.1(b) hereof (the “Eligible Receivables Advance Rate”), of Eligible Receivables, other than Eligible Government Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereofhereof (“Eligible Government Receivables Advance Rate”), of the value of Eligible Government Receivables (the Eligible Inventory Receivables Advance Rate and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Government Receivables Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively as the “Advance Rates”), minus (iii) the aggregate amount of the Letter charges outstanding and additional amounts available under Letters of Credit Reserve(other than Letters of Credit that are 105% cash collateralized), minus (iv) such Reserves reserves as Agent may deem proper and determine in its good faith business judgment to be necessary from time to time in its Permitted Discretiontime, minus (v) $5,000,000. The amount derived from (x) the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) the sum of Sections 2.1(iii2.1(a)(y)(iii), (iv) and (ivv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions ------------------ set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90the sum of (a) 85%, subject to the provisions of Section 2.1(b) hereof of Eligible Traditional Receivables and (b) up to 75%, subject to the provision of Section 2.1(b) hereof of Eligible Third Party Receivables (after applying a net reimbursement rate as calculated during Agent's collateral monitoring) (the “rates set forth in (a) and (b), collectively, referred to as the "Receivables Advance Rate”"), of Eligible Receivables, plus------------------------ plus ---- (ii) up to the lesser of (a) 60%, subject to the “Inventory Advance Rate” and together with provisions of Section 2.1(b) hereof of the Receivables Advance Ratelower of cost or market value of the Eligible Inventory, collectively, the “Advance Rates”(b) (A) 6585%, subject to the provisions of Section 2.1(b) hereof, of the net orderly liquidation value (based upon Agent's most recent appraisal) of the Eligible Inventory (the rates set forth in (a) and (Bb), collectively, referred to as the "Inventory Advance Rate") 85% of (the appraised net orderly liquidation value of Eligible ---------------------- Receivables Advance Rate and the Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Advance Rate shall be mutually satisfactory referred to Agent and Borrower)collectively, as the "Advance Rates") or (c) ------------- $15,000,000 in the aggregate at any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minusminus ----- (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amounttime.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the aggregate principal amount of outstanding under the Letter of Credit Reserve Acquisition Subline or (y) an amount equal to the sum of: (i) up to 90Fifty (50%) percent, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), ) of the face amount of the Eligible Receivables, plus; minus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i) and (ii2.1(a)(y)(i) minus (y) Sections 2.1(iii) and (ivSection 2.1(a)(y)(ii) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “the Revolving Credit Note” . In the event that the aggregate principal amount of outstanding Revolving Advances exceeds the Formula Amount at any time, such excess shall nevertheless be: (x) secured by the Collateral, (y) subject to the terms of this Agreement, and collectively(z) due and payable immediately upon Agent’s demand, anything contained herein to the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1contrary notwithstanding.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plusPLUS (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6555%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Advance Rate shall be mutually satisfactory referred to Agent and Borrower)collectively, minusas the "Advance Rates") in the aggregate at any time, PLUS (iii) the product of the aggregate amount of the Letter outstanding documentary Letters of Credit Reserve, minustimes the Inventory Advance Rate MINUS (iv) the aggregate amount of outstanding Letters of Credit, MINUS (v) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from (x) the sum of Sections 2.1(a)(y)(i) (x) Sections 2.1(iii) and (iiiii) minus MINUS (y) Sections 2.1(iii) and (ivSection 2.1(a)(y)(v) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1EXHIBIT 2.1(A).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”A) (Ai) 6520%, subject to the provisions of Section 2.1(b) hereofhereof ("Raw Material Inventory Advance Rate"), of the value of the Eligible Inventory and consisting of raw materials plus (Bii) 85% 60%, subject to the provisions of Section 2.1(b) hereof ("Combined Inventory Advance Rate"), of the appraised net orderly liquidation value of Eligible Inventory consisting of work-in-process and finished goods (as evidenced by an the Receivables Advance Rate, the Raw Material Inventory appraisal conducted at such time Advance Rate and by such appraiser as the Combined Inventory Advance Rate shall be mutually satisfactory referred to Agent and Borrower)collectively, minus as the "Advance Rates") or (iiiB) the amount lesser of (i) $10,000,000 (the "Inventory Cap") or (ii) 50% of the Letter of Credit Reserve, minus (iv) such Reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (iiii)(A) minus or (y) Sections 2.1(iii) and (iv) B)(i), in the aggregate at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (eachtime, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.minus

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement (including, without limitation, Sections 2.1(b) and 2.1(c)), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) an amount equal to (i) the Maximum Revolving Advance Amount less minus (ii) the aggregate amount of the outstanding Letter of Credit Reserve or Obligations minus (iii) the outstanding principal amount of the Swingline Loans and (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser least of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereof2.1(c), of the lesser of (I) the aggregate cost, calculated on a first-in-first-out basis, of Eligible Inventory at such time and (II) the aggregate fair market value of the Eligible Inventory at such time and (B) 85% %, subject to the provisions of Section 2.1(c), of the appraised net orderly liquidation value Net Orderly Liquidation Value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time as determined by appraisers acceptable to Agent (provided, however, that during the period from February 1 to and including April 30 of each year (which ninety (90) day period may be changed upon request of the Borrowing Agent and approval by such appraiser as the Required Lenders), the Advance Rate percentage in clause (A) above shall be mutually satisfactory up to Agent 65% and Borrowerthe Advance Rate percentage in clause (B) above shall be up to 90%) (clauses (A) and (B), collectively, the "Inventory Advance Rate" and, together with the Receivables Advance Rate, the "Advance Rates"); minus (iii) the aggregate amount of the outstanding Letter of Credit ReserveObligations and the outstanding principal amount of Swingline Loans, minus (iv) such Reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and Inventory, (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent in its sole discretion exercised in good faith) or (C) the Inventory Sublimit in the aggregate at any one time ("Inventory Advance Rate" and Borrowertogether with the Receivables Advance Rate, collectively, the "Advance Rates"), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretionincluding, but not limited to, the Seller Note Payable Reserve. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(iii) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85the lesser of (1) $1,000,000 in the aggregate at any one time or (2) 25% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted the Formula Amount at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus; (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime, including, without limitation, the PACA Reserve, reserves for past due accounts payable and the Collateral Term Loan Short-fall Reserve. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) Sections 2.1(iii2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (each, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the sum of (i) the aggregate amount of the Letter outstanding Letters of Credit and Acceptances and Spot Contracts and (ii) the FX Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6520%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% $40,000,000 in the aggregate at any one time (inclusive of the appraised net orderly liquidation value of Eligible Inventory amounts advanced pursuant to clause (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borroweriii) below), minusplus (iii) the product of (a) the aggregate amount of the Letter outstanding trade Letters of Credit Reservetimes (b) the Inventory Advance Rate, minus (iv) such Reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, Lender will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve Credit, Acceptances and Capital Expenditure Loans or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible ReceivablesReceivables (calculated based upon the Dollar Equivalent of Receivables of Canadian Guarantor), plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory and (B) 85% calculated based upon the Dollar Equivalent of the appraised net orderly liquidation value Inventory of Canadian Guarantor) (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"); provided, however, the maximum amount of outstanding Advances against Eligible Inventory shall not exceed $41,000,000 at any one time, plus (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)iii) but only until the release of Lender's Liens in accordance with Section 4.21 of this Agreement, Amortizing Availability, plus (iv) the Special Advance Amount, minus (iiiv) the aggregate amount of the Letter outstanding Letters of Credit Reserveand Acceptances, minus (ivvi) such Reserves reserves as Agent Lender may reasonably deem proper and necessary from time to time time, including, as determined by Lender to be appropriate in its Permitted Discretionrespect of the Guarantor Collateral, reserves for goods and services, sales and excise taxes and for the rights of unpaid suppliers. The amount derived from (x) the sum of Sections 2.1(a)(y)(i), (x) Sections 2.1(iii), (iii) and (iiiv) minus (y) Sections 2.1(iii) and (ivSection 2.1(a)(y)(vi) at any time and from time to time shall be referred to as the “"Formula Amount".” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1."

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Sections 2.1(b), (c) and (d), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the aggregate amount Maximum Undrawn Amount of the Letter all issued and outstanding Letters of Credit Reserve or and (y) the Formula Amount. The “Formula Amount” shall at all times be an amount equal to the sum ofof the following: (i) up to 90%, subject to adjustment pursuant to the provisions of Section Sections 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6570%, subject to the provisions of Section Sections 2.1(b), (c) and (d) hereof, of the value cost of the Eligible Inventory and or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrowerin its sole discretion exercised in good faith) (as applicable, the “Inventory Advance Rate”, and, together with the Receivables Advance Rate, collectively the “Advance Rates”), minus (iii) the amount aggregate Maximum Undrawn Amount of the Letter all issued and outstanding Letters of Credit ReserveCredit, minus (iv) such Reserves reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (eachwhich may be amended and restated promissory notes), a “issued by the Borrowers with respect to their Revolving Credit Note” and Advances (collectively, the “Revolving Credit NoteNotes”) substantially in the form attached hereto as Exhibit Exhibits 2.1.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Dollar Equivalent amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (A) sixty-five percent (65%) of the “value of Eligible Inventory subject to the provisions of Section 2.1(b) hereof or (B) eighty-five percent (85%) of the Net Orderly Liquidation Value (expressed as a percentage of cost) of Eligible Inventory subject to the provisions of Section 2.1(b) hereof (the lesser of (A) and (B) above is the "Inventory Advance Rate” ") or (C) Two Hundred Million and together with 00/100 Dollars ($200,000,000.00) in the Receivables Advance Rateaggregate at any one time, collectively, the “Advance Rates”plus (iii) one hundred percent (A) 65100%), subject to the provisions of Section 2.1(b) hereofhereof ("Cash on Deposit Advance Rate"), of Cash on Deposit (the value of Receivables Advance Rate, the Eligible Inventory Advance Rate and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Cash on Deposit Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively, as the "Advance Rates"), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) the aggregate Dollar Equivalent amount of outstanding Letters of Credit, minus (v) the aggregate mark to market value of the Priority Lender Hedging Obligations, mi▇▇▇ (vi) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of Sections 2.1(a)(y)(i), (x) Sections 2.1(iii) and (iiiii) minus the sum of Section 2.1 (y) Sections 2.1(iiia)(y)(iv), (v) and (ivvi) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 16.2, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Acceptances or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of $45,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit Reserveand Acceptances, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (xa) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (yb) Sections 2.1(iiiSection 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a)."

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make including, without limitation, Section 2.1(b) Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “Receivables "Advance Rate”"), of Eligible Receivables, plusprovided, however, that no more than five million dollars ($5,000,000) of such amount is on account of Eligible Receivables that are Maintenance Contract Receivables, PLUS (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus MINUS (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(ii) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1EXHIBIT 2.1(a). Without limiting any rights of Agent or any Lender hereunder, Agent shall reserve against the amounts available for borrowing under this Section 2.1(a) an amount equal to all principal and accrued and unpaid interest under the Subordinated Debt, which reserve shall be effective January 3, 2001 and thereafter; provided, however, that such reserve shall not be applicable if each holder of Subordinated Debt has executed and delivered to Agent a subordination agreement in form and substance satisfactory to Agent.

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less (i) the aggregate amount of the Letter outstanding Letters of Credit Reserve and (ii) the Foreign Exchange Sub-Limit, or (y) an amount equal to the sum of: (i) up to 9080%, subject to the provisions of Section 2.1(b) hereof (the “Eligible Receivables Advance Rate”), of Eligible Receivables, other than Eligible Government Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereofhereof (“Eligible Government Receivables Advance Rate”), of the value of Eligible Government Receivables (the Eligible Inventory Receivables Advance Rate and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Government Receivables Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively as the “Advance Rates”), minus (iii) the aggregate amount of the Letter charges outstanding and additional amounts available under Letters of Credit Reserve(other than Letters of Credit that are 105% cash collateralized), minus (iv) such Reserves as Agent may deem proper and necessary from time to time in its Permitted Discretionthe Foreign Exchange Sub-Limit. The amount derived from (x) the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) the sum of Sections 2.1(iii2.1(a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).]

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Dollar Equivalent amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the least of (A) sixty-five percent (65%) of the value of Eligible Inventory subject to the provisions of Section 2.1(b) hereof or (B) eighty-five percent (85%) of the Net Orderly Liquidation Value (expressed as a percentage of cost) of Eligible Inventory subject to the provisions of Section 2.1(b) hereof (the lesser of (A) and (B) above is the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) or (AC) 65Two Hundred Forty Million and 00/100 Dollars ($240,000,000.00) in the aggregate at any one time, plus (iii) one hundred percent (100%), subject to the provisions of Section 2.1(b) hereofhereof (“Cash on Deposit Advance Rate”), of Cash on Deposit (the value of Receivables Advance Rate, the Eligible Inventory Advance Rate and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Cash on Deposit Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively, as the “Advance Rates”), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) the aggregate Dollar Equivalent amount of outstanding Letters of Credit, minus (v) at any time when the Borrowers’ Undrawn Availability is less than the sum of the Required Minimum Amount plus Twenty Five Million and 00/100 Dollars ($25,000,000.00), the aggregate m▇▇▇ to market value of the Priority Lender Hedging Obligations, minus (vi) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of Sections 2.1(a)(y)(i), (x) Sections 2.1(iii) and (iiiii) minus the sum of Section 2.1 (y) Sections 2.1(iiia)(y)(iv), (v) and (ivvi) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Sections 2.1(b) and (c), each Facility Lender, severally and not jointly, will make Revolving Advances to the Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of the sum of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”A)(i) (A) 6510%, subject to the provisions of Section 2.1(b) hereofhereof ("Raw Material Inventory Advance Rate"), of the value of the Eligible Inventory and consisting of raw materials plus (Bii) 85% up to the lesser of (1) 70%, subject to the provisions of Section 2.1(b) hereof ("Finished Goods Inventory Advance Rate"), of the appraised net orderly liquidation value of Eligible Inventory consisting of finished goods and (as evidenced by an 2) $5,000,000 plus (iii) 60%, subject to the provisions of Section 2.1(b) hereof (the "WIP Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and BorrowerAdvance Rate"), minusof the value of Eligible Inventory consisting of work-in-process or (B) the lesser of (i) $30,000,000 (the "Inventory Cap") or (ii) 50% of the amount derived from the sum of Sections 2.1(a)(y)(i) plus 2.1(a)(y)(ii)(A) plus 2.1(a)(y)(iii), in the aggregate at any one time, plus (iii) the amount of the Letter of Credit ReserveAmortizing Availability, minus (iv) such Reserves reserves as the Administrative Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and (ivSection 2.1(a)(y)(iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(b) hereof (“Inventory Advance Rate”), of the value of the Eligible Inventory or (B) $4,000,000 in the aggregate at any time, plus (iii) the product of (a) the aggregate amount of outstanding Letters of Credit times (b) 50%, subject to the provisions of Section 2.1(b) hereof (“Letter of Credit Inventory Advance Rate” and together with the Receivables Advance Rate, Rate and Inventory Advance Rate ,collectively, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such Reserves reserves (including, without limitation, the Merger Reserve) as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from (x) the sum of Sections 2.1(a)(y)(i) (x) Sections 2.1(iii) and (iiiii) minus (y) Sections 2.1(iii) and (ivSection 2. l(a)(y)(v) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions ------------------ set forth in this AgreementAgreement including, without limitation, Section 16.2, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Acceptances or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of $60,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit Reserveand Acceptances, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (xa) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (yb) Sections 2.1(iiiSection 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a)."

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and GE Proceeds Advances or (y) an amount equal to the sum of: (i) up to 90the lesser of (A) 70%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “Receivables "Inventory Advance Rate”"), of the value of Eligible ReceivablesInventory, or (B) 85% of the Net Orderly Liquidation Value of the Inventory at any one time; plus (ii) up to the lesser of one hundred percent (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65100%), subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Cash on Deposit Advance Rate"), of Cash on Deposit in excess of $5,000,000 (the value of Inventory Advance Rate and the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Cash on Deposit Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively, as the "Advance Rates"), minus (iii) the amount of by which the Letter of Credit Reserve, availability for Revolving Advances based upon Stores-on-Wheels Inventory under item (i) above exceeds $10,000,000; minus (iv) the aggregate amount of outstanding Letters of Credit and GE Proceeds Advances, minus (v) the Bank Products Reserves and such Reserves other reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from (a) the sum of (x) Sections 2.1(iSection 2.1(a)(y)(i) and (ii) minus the sum of (yb) Sections 2.1(iii2.1 (a)(y)(iii), (iv) and (ivv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9080%, subject to the provisions of Section 2.1(b) hereof (the “"Eligible Receivables Advance Rate”"), of Eligible Receivables, other than Eligible Government Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereofhereof ("Eligible Government Receivables Advance Rate"), of the value of Eligible Government Receivables (the Eligible Inventory Receivables Advance Rate and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Government Receivables Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively as the "Advance Rates"), minus (iii) the aggregate amount of the Letter charges outstanding and additional amounts available under Letters of Credit Reserve(other than Letters of Credit that are 105% cash collateralized), minus (iv) such Reserves reserves as Agent may deem proper and determine in its good faith business judgment to be necessary from time to time in its Permitted Discretiontime. The amount derived from (x) the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) the sum of Sections 2.1(iii2.1(a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1.------- 2.1(a). ------

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, Bank will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Acceptances or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible ReceivablesReceivables (calculated after converting the Receivables of Guarantor from Canadian Dollars to U.S. Dollars), plusPLUS (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and (B) 85% the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"); PROVIDED, however, the maximum amount of the appraised net orderly liquidation value of outstanding Advances against Eligible Inventory (as evidenced by an Inventory appraisal conducted shall not exceed $33,000,000 at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusPLUS (iii) but only until the release of Bank's Liens in accordance with Section 4.21 of this Agreement, $7,900,000, which amount shall be reduced by $100,000 on the first day of each month commencing June 1, 1997 until October 2, 2000 when the Letter entire unpaid balance of Credit Reservesuch amount shall be due and payable, minusMINUS (iv) the aggregate amount of outstanding Letters of Credit and Acceptances, MINUS (v) such Reserves reserves as Agent Bank may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from (x) the sum of Sections 2.1(a)(y)(i) (x) Sections 2.1(iii) and (iiiii) minus (y) Sections 2.1(iii) and (ivSection 2.1(a)(y)(v) at any time and from time to time shall be referred to as the “"Formula Amount".” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1."

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the sum of (i) the aggregate amount of the Letter outstanding Letters of Credit and Acceptances and Spot Contracts and (ii) the FX Reserve and (iii) the Restructuring Charge Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% $40,000,000 in the aggregate at any one time (inclusive of the appraised net orderly liquidation value of Eligible Inventory amounts advanced pursuant to clause (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borroweriii) below), minusplus (iii) the product of (a) the aggregate amount of the Letter outstanding trade Letters of Credit Reservetimes (b) the Inventory Advance Rate, minus (iv) such Reserves as Agent may deem proper the aggregate amount of outstanding Letters of Credit and necessary from time to time in its Permitted Discretion. The amount derived from Acceptances and Spot Contracts, minus (v) the sum of FX Reserve, minus 4 (xvi) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (eachAvailability Reserve, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.minus

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount Maximum Undrawn Amount of the Letter all outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90%the following percentages, subject to the provisions of Section 2.1(b) and (c) hereof (the “"Receivables Advance Rate”"), of Eligible ReceivablesReceivables during the following periods: A) 80% during the period from January 1 to June 30, inclusive, of each year; and B) 85% during the period from July 1 to December 31, inclusive, of each year, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and Inventory, (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent in its good faith business judgment) or (C) $5,000,000 (provided that not more than $2,500,000 of said amount may be based upon the foregoing percentages of Eligible Inventory that is in-transit) in the aggregate at any one time ("Inventory Advance Rate" and Borrowertogether with the Receivables Advance Rate, collectively, the "Advance Rates"), minus (iii) the amount aggregate Maximum Undrawn Amount of the Letter all outstanding Letters of Credit ReserveCredit, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from (x) the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) the sum of Sections 2.1(iii2.1(a)(y)(iii) and (iv) ), at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a). Without limiting the right of the Agent to establish such reserves as it shall reasonably deem proper and necessary from time to time, Agent may establish a reserve(s) in the amount of three months rent with respect to each premises at which Borrower maintains any assets but which is not owned by Borrower, for which Agent is not provided with an agreement from the landlord or other party with an interest in the premises protecting Agent's and Lenders' interest in those assets, satisfactory to Agent in its good faith business judgment.

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make loans (the "Revolving Advances Advances") to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter drawings outstanding and additional amounts available to be drawn under Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90%, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plusINTENTIONALLY LEFT BLANK (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6580%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible EXIM Bank Guaranteed Inventory and or (B) 85% of $6,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusplus (iii) up to the amount lesser of 90%, subject to the provisions of Section 2.1(c) hereof (the "EXIM Receivables Advance Rate"), of the Letter value of Credit Reserve, minusthe EXIM Bank Guaranteed Receivables; plus (iv) such Reserves up to 85%, subject to the provisions of Section 2.1(c) hereof ("Foreign Credit Insurance Backed Receivables Advance Rate"), of the value of Eligible Foreign Credit Insurance Backed Receivables (the EXIM Receivables Advance Rate, the Inventory Advance Rate and the Foreign Credit Insurance Backed Receivables Advance Rate shall be referred to, collectively, as Agent may deem proper and necessary from time to time the "Advance Rates"), provided, however, that in its Permitted Discretion. The amount derived from no event shall (A) the sum of (x) Sections 2.1(i2.1(a)(y)(ii), 2.1(a)(y)(iii) and 2.1(a)(y)(iv) exceed $10,000,000 or (iiB) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.ratio of 2.l(a)(y)

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof (“Inventory Advance Rate”), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the “Advance Rates”) or (B) 85% of $2,500,000.00 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) Sections 2.1(iiiSection 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Swing Loans or (y) an amount equal to the sum of: (i) up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65sixty percent (60%), subject to the provisions of Section 2.1(b) hereofhereof (“Inventory Advance Rate”) (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the “Advance Rates”), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the “Advance Rates”), or (B) 85% of Forty Million and 00/100 Dollars ($40,000,000.00) in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minus (iv) the aggregate amount of outstanding Swing Loans, minus (v) such Reserves reserves as the Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus the sum of Section 2.1(a)(y)(iii) through (y) Sections 2.1(iii) and (ivv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount Maximum Undrawn Amount of the Letter all outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%), subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)in its sole discretion exercised in good faith) or (C) $30,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $5,000,000, minus (iii) the amount aggregate Maximum Undrawn Amount of the Letter all outstanding Letters of Credit ReserveCredit, minus (iv) the Availability Block, minus (v) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) Sections 2.1(iii2.1 (a)(y) (iv) and (ivv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will agrees to make Revolving Advances to Borrower during Borrowers in accordance with the Term procedures provided for herein in an aggregate amount outstanding at any time equal to not greater than such Lender’s Commitment Percentage of the Borrowing Base (as defined below) minus the undrawn or unreimbursed amount of outstanding Letters of Credit unless Borrowers have deposited with Agent cash collateral in such amounts and in accordance with Section 3.2. For purposes hereof, “Borrowing Base” shall mean the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (x) $1,000,000 or (y) up to 85%, subject to the provisions of 2.1(b) hereof (“Inventory Advance Rate” and together with the Canadian Receivables Advance Rate”), collectivelyof Eligible Canadian Receivables, plus (iii) the “Advance Rates”lesser of (x) $30,000,000 or (Ay) 65up to 60%, subject to the provisions of Section 2.1(b) hereofhereof (“Inventory Advance Rate”), of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory of Borrowers (as evidenced by an the Receivables Advance Rate, the Canadian Receivables Advance Rate and the Inventory appraisal conducted at such time and by such appraiser as Advance Rate shall be mutually satisfactory to Agent and Borrowerreferred to, collectively, as the “Advance Rates”), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves reserves as Agent may may, in a commercially reasonable manner, reasonably deem proper and necessary from time to time in its Permitted Discretionnecessary. The amount derived from the sum of Sections 2.1(a)(y)(i), (x) Sections 2.1(iii) and (iiiii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement (including, without limitation, Section 2.1(c)), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) an amount equal to (i) the Maximum Revolving Advance Amount less minus (ii) the aggregate amount of the outstanding Letter of Credit Reserve or Obligations and (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser least of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereof2.1(c), of the lesser of (I) the aggregate cost, calculated on a first-in-first-out basis, of Eligible Inventory at such time and (II) the aggregate fair market value of the Eligible Inventory and at such time, (B) 85% %, subject to the provisions of Section 2.1(c), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced determined by an appraiser acceptable to Agent and, for the purposes of this clause (B) only, without giving effect to any reduction of Eligible Inventory appraisal conducted for slow-moving Inventory) at such time (the percentages set forth in clauses (A) and by such appraiser as shall be mutually satisfactory to Agent and Borrower(B), each an “Inventory Advance Rate” and, together with the Receivables Advance Rate, the “Advance Rates”) and (C) $10,000,000; minus (iii) the aggregate amount of the outstanding Letter of Credit ReserveObligations, minus (iv) such Reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory ; or (B) $40,000,000 in the aggregate at any one time (the lesser of (A) and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory referred to Agent as the "Inventory Advance Rate") (the Receivables Advance Rate and Borrowerthe Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"), minus (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime, plus (v) $10,000,000 ("Overadvance Availability") for the period commencing November 30, 2000 and ending May 30, 2001, said Overadvance Availability then reducing by $1,666,667 on the 30th day of each month thereafter until said Overadvance Availability is reduced to zero on November 30, 2001. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiv) minus (y) Sections 2.1(iiiSection 2.1 (a)(y) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of $15,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusplus (iii) up to 95% of cash or Cash Equivalents maintained at the amount of Agent and in form and substance acceptable to the Letter of Credit ReserveAgent, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Revolving A Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving A Advances to Borrower from time to time during the Term in an aggregate amount amounts outstanding at any time equal not to exceed such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve A Amount, or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of the Net Amount of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Inventory Advance Rate"; the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"), of the value Value of the Eligible Inventory and Inventory; or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)$30,000,000, minus (iii) the aggregate amount of the Letter of Credit ReserveLC Outstandings (excluding any LC Outstandings cash collateralized pursuant to Section 2.10(e) hereof), minus (iv) any Asset Sale Reserve, minus (v) the amount of the New York Reserve, if any, and the amount of the Kentucky Reserve, if any, minus (vi) such Reserves reserves as Agent may may, in the exercise of its Permitted Discretion, deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amounttime.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum ofof the following as of the date of determination: (i) up to 9080%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6540%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory and (B) which in no event shall exceed 85% of the appraised net orderly liquidation recovery value of the Eligible Inventory Inventory) or (as evidenced by an Inventory appraisal conducted B) $10,000,000 in the aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusplus (iii) up to the lesser of (A) 80%, subject to the provisions of Section 2.1(b) hereof ("Equipment Advance Rate"; the Receivables Advance Rate, the Inventory Advance Rate and the Equipment Advance Rate shall be referred to collectively, as the "Advance Rates"), of the acquisition cost of equipment to be purchased by one or more Borrowers with the proceeds of an Equipment Advance approved by the Agent or (B) $3,500,000 in the aggregate, provided, however, that the availability under both (A) and (B) above shall be reduced quarterly beginning on September 30, 1999 and on each December 31, March 31, June 30 and September 30 thereafter by an amount equal to 1/20th of the aggregate principal amount of the Letter of Credit Reserveall Equipment Advances made prior to such date, minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(v) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1."Formula

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to not greater than such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90%, subject to the provisions of Section 2.1(b) hereof (the “"▇▇▇▇▇▇ Receivables Advance Rate”"), of Eligible ▇▇▇▇▇▇ Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6580%, subject to the provisions of Section 2.1(b) hereofhereof (the "General Receivable Advance Rate" and collectively with the ▇▇▇▇▇▇ Receivables Advance Rate, the "Receivable Advance Rate") of Eligible Receivables other than Eligible ▇▇▇▇▇▇ Receivables, plus (iii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(b) hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory and or (B) 85% of $2,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount of the Letter of Credit Reserveany one time, minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such Reserves reserves as Agent may deem proper and necessary from time to time in its Permitted Discretionsole discretion, including, without limitation, the Dilution Reserve. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(v) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1EXHIBIT 2.1(A).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.2, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) 2.1.1 up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b) 2.2 hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) 2.1.2 up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65forty-two percent (42%), subject to the provisions of Section 2.1(b) hereof2.2 hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of One Million Five Hundred Thousand Dollars ($1,500,000) in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) 2.1.3 the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minus (iv) 2.1.4 such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i) 2.1.1 and (ii) 2.1.2 minus (y) Sections 2.1(iii) 2.1.3 and (iv) 2.1.4 at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1").

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of $4,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusplus (iii) the amount of the Letter of Credit ReserveThe Special Advance Amount, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a)."

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, Lender will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Acceptances or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible ReceivablesReceivables (calculated based upon the Dollar Equivalent of Receivables of Guarantor), plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory and (B) 85% calculated based upon the Dollar Equivalent of the appraised net orderly liquidation value Inventory of Guarantor) (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"); provided, however, the maximum amount of outstanding Advances against Eligible Inventory (as evidenced by an Inventory appraisal conducted shall not exceed $41,000,000 at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusplus (iii) but only until the release of Lender's Liens in accordance with Section 4.21 of this Agreement, $17,100,000, which amount shall be reduced by $100,000 on the first day of each month commencing May 1, 1998 until October 2, 2000 when the Letter entire unpaid balance of Credit Reservesuch amount shall be due and payable, minus (iv) the aggregate amount of outstanding Letters of Credit and Acceptances, minus (v) such Reserves reserves as Agent Lender may reasonably deem proper and necessary from time to time time, including, as determined by Lender to be appropriate in its Permitted Discretionrespect of the Guarantor Collateral, reserves for goods and services, sales and excise taxes and for the rights of unpaid suppliers. The amount derived from (x) the sum of Sections 2.1(a)(y)(i) (x) Sections 2.1(iii) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.iii)

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of Eligible ReceivablesReceivables (the amount to be advanced against Eligible Receivables consisting of ▇▇▇▇▇▇▇ Progress ▇▇▇▇▇▇▇▇ shall not exceed $5,000,000 at any time and from time to time), plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b2.1(c) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85% of $65,000,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) an amount equal to the sum of (x) the aggregate amount of the Letter outstanding standby Letters of Credit Reserveplus, (y) the product of (I) the aggregate amount of outstanding documentary Letters of Credit multiplied by (II) 1 minus the Inventory Advance Rate, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum ofof the following, each calculated as of the date on which Borrower’s request for such Revolving Advances shall have been made: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6575%, subject to the provisions of Section 2.1(b(b) hereofhereof (“Unbilled Receivables Advance Rate”), of Eligible Unbilled Receivables (the value of Receivables Advance Rate and the Eligible Inventory and Unbilled Receivables Advance Rate shall be referred to collectively, as the “Advance Rates”) or (B) 85% of $1,500,000 in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time time, in its Permitted Discretioncommercially reasonable judgment. The amount derived from the sum of (x) Sections 2.1(i2.1(a) (y) (i) and (ii) minus (y) Sections 2.1(iiiSection (a)(y) and (iviii) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Loan Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (ia) up to 90%, subject to the provisions 85% of Section 2.1(b) hereof Eligible Receivables (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (iib) up to the lesser Overadvance Amount, minus; (c) the aggregate amount of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%, subject to the provisions outstanding Letters of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), Credit; minus (iii) the amount of the Letter of Credit Reserve, minus (ivd) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time based upon Agent's determination (in its Permitted Discretionsole but reasonable discretion) that there has been an adverse change in Borrowers' credit or in the Collateral. The amount derived from the sum of (x) Sections 2.1(i2.1(a) and plus (iiy) Section 2.1(b) minus (yz) Sections 2.1(iii) and (ivSection 2.1(c) at any time and from time to time shall be referred to as the “"Formula Amount.” The ". Borrowers' obligation to repay the Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “the Revolving Credit Note” and collectivelyNotes, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a) ("Notes").

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and all unreimbursed payments or disbursements made by Issuer under all Letters of Credit, or (y) an amount equal to the sum of: (i) up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible ReceivablesReceivables of all Borrowers at such time, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65sixty percent (60%), subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory of all Borrowers at such time or (B) twenty million dollars ($20,000,000) in the aggregate at any one time, plus (iii) solely during the Seasonal Advance Period, an additional amount equal to the Maximum Seasonal Advance Amount (provided that the amount referred to in this Section 2.1(a)(y)(iii) (A) may only be advanced to Century and (B) 85% may not be advanced at the beginning of any Seasonal Advance Period prior to receipt by Agent of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount preliminary monthly unaudited financial statements for December of the Letter prior fiscal year of Credit ReserveBorrowers to enable Agent to preliminarily determine compliance with Sections 6.10 and 6.11 hereof), minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such Reserves reserves as Agent may deem reasonably and in good ▇▇▇▇▇ ▇▇▇▇ proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) hereof, minus (y) Sections 2.1(iii2.1(a)(y)(iv) and (ivv) hereof at any time and from time to time shall be referred to as the “"Aggregate Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured the promissory notes note (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a). Notwithstanding the foregoing, in no event shall the aggregate balance of outstanding Revolving Advances to any Borrower exceed the amount set forth in Section 2.4 hereof.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (xa) the Maximum Revolving Advance Loan Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve and Acceptances or (yb) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates plus (Biii) 8560% of the appraised net orderly liquidation value of Eligible Inventory being imported under outstanding Letters of Credit opened by a Lender, plus (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)iv) the Overadvance Amount, minus (iiiv) the aggregate amount of the Letter outstanding Letters of Credit Reserveand Acceptances, minus (ivvi) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime, provided however that no reserve will be taken for dilution of Receivables unless dilution, as indicated on the Factor statements issued at the end of each rolling ninety day period exceeds 13% of the collections of gross invoices less discounts at any time. The amount derived from the sum of (x) Sections 2.1(i), (ii), (iii) and (iiiv) minus (y) Sections 2.1(iii2.1 (v) and (ivvi) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (each, a “"Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1...

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, each Lenderwithout limitation, severally and not jointlySection 2.1(b), the Lender will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65eighty-five percent (85%) of the Gross Orderly Liquidation Value (expressed as a percentage of cost based on the most recent inventory appraisal) of Eligible Inventory, subject to the provisions of Section 2.1(b) hereofhereof (the "Inventory Advance Rate") (the Receivables Advance Rate and the Inventory Advance Rate are collectively, of the value of the Eligible Inventory and "Advance Rates"), or (B) 85% of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minusplus (iii) One Million Four Hundred Seventy One Thousand Four Hundred and 00/100 Dollars ($1,471,400.00); provided, however, that for each fiscal quarter ending after the Closing Date the amount set forth in this Section 2.1(a)(y)(iii) shall reduce by the Eligible Rights of the Letter of Credit ReserveEntry Amortization Amount, minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such Reserves reserves as Agent the Lender may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of Sections 2.1(a)(i), (x) Sections 2.1(iii) and (iiiii) minus (y) Sections 2.1(iiithe sum of Section 2.1(a)(iv) and (ivv) at any time and from time to time shall be referred to as the “"Formula Amount.” The ". Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement (including, without limitation, Section 2.1(b)), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or and (y) an amount equal to the sum of: (i) up to 90%, subject to the provisions [*] of Section 2.1(b) hereof (the “Receivables Advance Rate”), of Billed Eligible Receivables, plus (ii) up to the lesser [*] of (the “Inventory Advance Rate” and together with the Unbilled Eligible Receivables Advance Ratenot to exceed, collectivelyhowever, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, [*] of the value of the Eligible Inventory and amount determined pursuant to clause (Bi) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), above; minus (iii) the aggregate amount of the Letter outstanding Letters of Credit Reserve, Credit; minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) foregoing formula at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more a series of secured promissory notes issued to the Lenders participating in the making of Revolving Advances in the principal amounts equal to each Lender's respective Commitment Percentage (eachcollectively, a “the "Revolving Credit Note” and collectively"), the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a). (b) [Intentionally Omitted]

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Sections 2.1(b), (c), (d) and (e), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the aggregate amount of the Letter of Credit Reserve or Maximum Undrawn Amount and (y) the Formula Amount. The “Formula Amount” shall at all times be an amount equal to the Dollar Equivalent of the sum ofof the following: (i) up to 9085%, subject to adjustment pursuant to the provisions of Section 2.1(b2.1(d) hereof (the “Receivables Advance Rate”), of Eligible US Receivables and Eligible Foreign Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)Permitted Overadvance, minus (iii) the amount of the Letter of Credit ReserveAvailability Block, minus (iv) the aggregate Maximum Undrawn Amount, minus (v) such Reserves reserves as Agent may deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (eachwhich may be amended and restated promissory notes), a “issued by the US Borrowers with respect to their Revolving Credit Note” Advances and issued by the Foreign Borrower with respect to its Revolving Advances (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit Exhibits 2.1.-US and 2.1-F

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof hereof, (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6550%, subject to the provisions of Section 2.1(b) hereofhereof (“Inventory Advance Rate”), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the “Advance Rates”) or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted Sublimit in the aggregate at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower)any one time, minus (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minus (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretion. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus (y) Sections 2.1(iii2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “Formula Amount.” ”. The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).

Revolving Advances. Subject to the terms and conditions set forth ------------------ in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 90eighty-five percent (85%), subject to the provisions of Section 2.1(b2.1(c) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables which are not Eligible Unbilled Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minusplus ---- (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minusminus ----- (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(iv) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1.2.1(a). --------------

Revolving Advances. (a) Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount Maximum Undrawn Amount of the Letter outstanding Letters of Credit Reserve or and (y) an amount equal to the sum of: (i) the sum of: (A) up to 9085%, subject to the provisions of Section 2.1(b) hereof (such advance rate being referred to herein as the “Receivables Advance Rate”), of Eligible Receivables; provided, however, that: (1) Advances relating to Extended Term Receivables shall not exceed $18,000,000 outstanding at any time and (2) (y) Advances relating to Unbilled Receivables that are not unbilled for more than 30 days shall not exceed $35,000,000 at any time outstanding, plus (3) [Reserved]; (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) of: (A) 65%, subject (i) up to the provisions lesser of Section 2.1(b(a) hereof, 80% of the value cost of the Eligible Inventory and or (Bb) 8590% of the appraised net orderly liquidation value of such Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory to Agent and Borrower), minus (iii) the amount of the Letter of Credit Reserve, minus (iv) such Reserves as Agent may deem proper and necessary shall determine from time to time in its Permitted Discretion. The amount derived from based on the sum results of the applicable Inventory Appraisals; (x) Sections 2.1(i) and (ii) minus (y) Sections 2.1(iii) and (iv) at any time and from time to time shall be the applicable advance rate regarding the related items of Eligible Inventory being generally referred to herein as the “Formula Amount.” The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a “Revolving Credit Note” and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1.the

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) the sum of (A) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plusexcluding Late Receivables, PLUS (B) the lesser of (x) the Receivables Advance Rate multiplied by the amount of 120 Day Dated Receivables, and (y) $500,000, PLUS (C) the lesser of (x) 150 Day Dated Receivables, and (y) $150,000; (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory Inventory, and (B) 85% of $7,500,000 (the appraised net orderly liquidation value of Eligible Receivables Advance Rate and the Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as Advance Rate shall be mutually satisfactory referred to Agent and Borrowercollectively, as the "Advance Rates"), minusMINUS (iii) the aggregate amount of the Letter outstanding Letters of Credit ReserveCredit, minusMINUS (iv) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i) and (ii) minus MINUS (y) Sections 2.1(iiiSection 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the “"Formula Amount.” " The Revolving Advances shall be evidenced by one or more secured promissory notes (eachcollectively, a “the "Revolving Credit Note” and collectively, the “Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1EXHIBIT 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Advances to Borrower during the Term Borrowers in an aggregate amount amounts outstanding at any time equal to such Lender’s 's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of the Letter outstanding Letters of Credit Reserve or (y) an amount equal to the sum of: (i) up to 9085%, subject to the provisions of Section 2.1(b) hereof (the “"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (the “Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”) (A) 6560%, subject to the provisions of Section 2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory and or (B) 8550% in the aggregate at any one time of (I) the sum of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal conducted at such time and by such appraiser as shall be mutually satisfactory amount determined pursuant to Agent and BorrowerSections 2.1(a)(y)(i), minus2.1(a)(y)(ii) (A) and 2.1(a)(y)(iii) hereof, minus (II) the amount determined pursuant to Section 2.1(a)(y)(v) below, plus (iii) up to 100% of Eligible Securities consisting of Cash, and up to 90% of Eligible Securities consisting of Government Securities, in each case subject to the amount provisions of Section 2.1(b) hereof (the Letter of Credit Reserve"Securities Advance Rate"), minus (iv) the aggregate amount of outstanding Letters of Credit, minus BLU-69367_7/ZRM1343/PNC008-129635 012000/11:12 19 (v) such Reserves reserves as Agent may reasonably deem proper and necessary from time to time in its Permitted Discretiontime. The amount derived from the sum of (x) Sections 2.1(i2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1(iii) and Section 2.1 (iva)(y)(v) at any time and from time to time shall be referred to as the “"Formula Amount.” ". The Revolving Advances shall be evidenced by one or more the secured promissory notes delivered to the Lenders from time to time (eachcollectively, a “the "Revolving Credit Note” and collectively"), the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.12.1(a).