Common use of Revolving Credit Loans Clause in Contracts

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Subject Upon the terms, subject to the terms conditions and conditions hereofin reliance upon the representations and warranties of the Borrowers and each other Loan Party set forth in this Agreement and in the other Loan Documents, each Lender having a Revolving Credit Commitment severally (and but not jointly) agrees to make loans under this Agreement (each such loan, a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) of immediately available funds to the Borrower Borrowers, on a revolving basis from time to time on any Business Day during the Commitment Availability Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each an aggregate principal amount outstanding not to exceed at any time such Lender’s Revolving Credit Loan Commitment as then in effect, provided that, and notwithstanding the foregoing, after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on any Revolving Credit Borrowing, (i) the same date, the Aggregate Total Revolving Credit Exposure Outstandings will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender Commitments and (III) the product of (A) such Lender’s Commitment Percentage and (Bii) the sum of (1) the aggregate principal balance Outstanding Amount of the Revolving Credit Loans of any Lender plus (2) such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations plus (3) such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds ofwill not exceed such Lender’s Revolving Credit Commitment, and simultaneously with so long as any such circumstance exists the incurrence ofLenders will not be obligated to fund any Revolving Credit Loans. Each Revolving Credit Loan will be denominated in Dollars or in an Alternative Currency as permitted by this Agreement and no Lender will be obligated to make any Revolving Credit Loan if the requested Revolving Credit Loan is to be denominated in a currency other than Dollars or an Alternative Currency as permitted under this Agreement. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.02, prepay under Section 2.06, and reborrow under this Section 2.02. Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, denominated in an Alternative Currency will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesRate Loans.

Revolving Credit Loans. (a) Through and including the Revolving Credit Termination Date, (i) each Bank with an Applicable Tranche Commitment under an Applicable Tranche severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans under such Applicable Tranche (“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate for each such Applicable Tranche at any one time outstanding, the amount of its Applicable Tranche Commitment under such Applicable Tranche and (ii) each Applicable Tranche Swingline Bank severally may, in its sole discretion and on the terms and conditions set forth in this Agreement, make swingline loans under any Applicable Tranche (“Swingline Loans”) to the Company from time to time and in such amounts as such Applicable Tranche Swingline Bank shall determine at the time of each request by the Company for a Swingline Loan; provided, however, that no Revolving Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate outstanding principal of all Loans would exceed the Aggregate Commitments, (B) the aggregate outstanding principal of all Applicable Tranche Revolving Loans with respect to any Applicable Tranche would exceed the Aggregate Applicable Tranche Commitment for such Applicable Tranche, (C) the aggregate outstanding principal amount of all Revolving Loans in an Alternative Currency would exceed the Applicable Alternative Currency Sublimit, or (D) the aggregate outstanding principal of the Loans would exceed the Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Loans and Swingline Loans at any time up to the Revolving Credit Termination Date. For the avoidance of doubt, (x) a Loan can be a Revolving Loan or a Swingline Loan, subject to the terms and conditions hereofset forth in the Loan Documents and (y) the provision of Swingline Loans by any Applicable Tranche Swingline Bank under an Applicable Tranche shall be in addition to, each Lender severally and shall not relieve such Bank from its obligation to make Revolving Loans under such Applicable Tranche ratably in proportion to the amount of its Applicable Tranche Commitment. The obligations of any Bank to make Revolving Loans hereunder shall cease at 5:01 p.m. (New York City time) on the Revolving Credit Termination Date. For the avoidance of doubt, (i) no Bank shall have any obligation to become an Applicable Tranche Swingline Bank and make Swingline Loans, (ii) any determination by an Applicable Tranche Swingline Bank to make a specific Swingline Loan shall not obligate the same Applicable Tranche Swingline Bank to make any other Swingline Loan and (iii) the Company’s ability to request such Swingline Loans shall cease at 5:01 p.m. (New York City time) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary contained herein, any Bank (“Affiliate Funding Bank”) may at its option elect to fund any loan through any foreign or domestic branch of such Bank or such Affiliate (“Funding Affiliate”) of such Bank (and not jointlyshall provide notice of any change in funding office to the Administrative Agent by delivering an amended Administrative Questionnaire, which change in funding office shall be effective within 5 Business Days or less of delivery of such amended Administrative Questionnaire). Each party hereto hereby agrees that (i) agrees neither the grant to make loans any Funding Affiliate nor the exercise of any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligation of the Company under this Agreement or any of the other Loan Documents, (ii) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which an Affiliate Funding Bank would be liable, (iii) the Affiliate Funding Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (iv) the Affiliate Funding Bank shall remain solely responsible for the performance under this Agreement, (v) the Company and each Agent shall continue to deal solely and directly with such Affiliate Funding Bank in connection with the Affiliate Funding Bank’s rights and obligations under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan it being acknowledged that the Administrative Agent will forward Bank Notices regarding borrowings of Alternative Currencies directly to Funding Affiliates specifically identified for receipt of such Lender and/or with each Revolving Credit notices in the respective Affiliate Funding Bank’s Administrative Questionnaire) and (vi) the Affiliate Funding Bank shall for all purposes, retain the sole right to enforce this Agreement and to approve any amendment, waiver or other modification of any provision of any Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofDocument. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the The making of a Revolving Loan or a Swingline Loan under any Revolving Credit Loan, Applicable Tranche by a Funding Affiliate hereunder shall utilize the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Applicable Tranche Commitment of such Lender at Affiliate Funding Bank to the same extent, and as if, such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be Loan were made as ABR Advances or Eurodollar Advancesby such Affiliate Funding Bank.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans in Dollars under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence incurrence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Term SOFR Advances.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Administrative Borrower in accordance with the terms of Section 2.3; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested), together with all other Aggregate Revolving Credit Obligations, shall not exceed the Revolving Credit Commitment, (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrowers shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s Revolving Credit Commitment Percentage of outstanding Swingline Loans and L/C Obligations, (c) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested), together with all other Aggregate Revolving Credit Obligations, shall not exceed the Borrowing Base and (d) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) made to the Canadian Borrower, together with all other Aggregate Revolving Credit Obligations made to or for the benefit of the Canadian Borrower, shall not exceed the aggregate amount of the applicable percentage of Eligible Accounts and Eligible Inventory of the Canadian Borrower included in the calculation of the Borrowing Base. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower Borrowers may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on hereunder from the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of Closing Date until the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans in Dollars under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, made and (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Through and including the Revolving Credit Termination Date, (i) each Bank with an Applicable Tranche Commitment under an Applicable Tranche severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans under such Applicable Tranche (“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate for each such Applicable Tranche at any one time outstanding, the amount of its Applicable Tranche Commitment under such Applicable Tranche and (ii) each Applicable Tranche Swingline Bank severally may, in its sole discretion and on the terms and conditions set forth in this Agreement, make swingline loans under any Applicable Tranche (“Swingline Loans”) to the Company from time to time and in such amounts as such Applicable Tranche Swingline Bank shall determine at the time of each request by the Company for a Swingline Loan; provided, however, that no Revolving Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate outstanding principal of all Loans would exceed the Aggregate Commitments, (B) the aggregate outstanding principal of all Applicable Tranche Revolving Loans with respect to any Applicable Tranche would exceed the Aggregate Applicable Tranche Commitment for such Applicable Tranche, (C) the aggregate outstanding principal amount of all Revolving Loans in an Alternative Currency would exceed the Applicable Alternative Currency Sublimit, (D) the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business after giving effect to any redesignation pursuant to Section 2.13 would exceed the Clearing Fund Borrowing Base therefor or (E) the aggregate outstanding principal of all Company Pool Loans after giving effect to any redesignation pursuant to Section 2.13 would exceed the Company Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Loans and Swingline Loans at any time up to the Revolving Credit Termination Date. For the avoidance of doubt, (x) a Clearing Fund Pool Loan and a Company Pool Loan can be a Revolving Loan or a Swingline Loan, subject to the terms and conditions hereofset forth in the Loan Documents and (y) the provision of Swingline Loans by any Applicable Tranche Swingline Bank under an Applicable Tranche shall be in addition to, each Lender severally (and shall not jointly) agrees relieve such Bank from its obligation to make loans Revolving Loans under such Applicable Tranche ratably in proportion to the amount of its Applicable Tranche Commitment. The obligations of any Bank to make Revolving Loans hereunder shall cease at 5:01 p.m. (New York City time) on the Revolving Credit Termination Date. For the avoidance of doubt, (i) no Bank shall have any obligation to become an Applicable Tranche Swingline Bank and make Swingline Loans, (ii) any determination by an Applicable Tranche Swingline Bank to make a specific Swingline Loan shall not obligate the same Applicable Tranche Swingline Bank to make any other Swingline Loan and (iii) the Company’s ability to request such Swingline Loans shall cease at 5:01 p.m. (New York City time) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary contained herein, any Bank (“Affiliate Funding Bank”) may at its option elect to fund any loan through any foreign or domestic branch of such Bank or such Affiliate (“Funding Affiliate”) of such Bank. Each party hereto hereby agrees that (i) neither the grant to any Funding Affiliate nor the exercise of any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligation of the Company under this Agreement or any of the other Loan Documents, (ii) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which an Affiliate Funding Bank would be liable, (iii) the Affiliate Funding Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (iv) the Affiliate Funding Bank shall remain solely responsible for the performance under this Agreement, (v) the Company and each Agent shall continue to deal solely and directly with such Affiliate Funding Bank in connection with the Affiliate Funding Bank’s rights and obligations under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan it being acknowledged that the Administrative Agent will forward Bank Notices regarding borrowings of Alternative Currencies directly to Funding Affiliates specifically identified for receipt of such Lender and/or with each Revolving Credit notices in the respective Affiliate Funding Bank’s Administrative Questionnaire) and (vi) the Affiliate Funding Bank shall for all purposes, retain the sole right to enforce this Agreement and to approve any amendment, waiver or other modification of any provision of any Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofDocument. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the The making of a Revolving Loan or a Swingline Loan under any Revolving Credit Loan, Applicable Tranche by a Funding Affiliate hereunder shall utilize the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Applicable Tranche Commitment of such Lender at Affiliate Funding Bank to the same extent, and as if, such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be Loan were made as ABR Advances or Eurodollar Advancesby such Affiliate Funding Bank.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Credit Agreement, each Lender of the Revolving Credit Lenders severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrower from time to time during the Commitment Period, during which period and the Borrower may borrow, prepay repay, and reborrow from time to time from the Closing Date until the Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with §2.6, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Commitment minus such Revolving Credit Lender’s Commitment Percentage of (i) the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus (ii) the outstanding amount of Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on Loans, provided that (a) prior to the same date, earlier of (x) the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time second anniversary of the making of Closing Date or (y) the date that the Borrower prepays (in whole or in part) any Revolving Credit Loanoutstanding Interpool Convertible Subordinated Debt, the sum of (I) the principal outstanding amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not at any time exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time or (b) at all other times, the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans plus the outstanding principal amount of the Term Loan shall not at any time exceed the lesser of (i) the Total Commitment at such time plus the outstanding principal amount of the Term Loan at such time and (ii) the Borrowing Base at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth above and in §11 and §12, in the case of the initial Revolving Credit Loans to be mademade on the Closing Date, (II) and §12, in the aggregate principal balance case of all other Revolving Credit Loans (exclusive Loans, have been satisfied on the date of such request. The Revolving Credit Loans which are repaid with advanced on the proceeds of, and simultaneously with the incidence of, Closing Date shall be made by the Revolving Credit Loans Lenders as a Base Rate Loan, subject to be made) then outstanding from such Lender and (III) conversion after the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid Closing Date in accordance with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances§2.7.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “Revolving Credit Loan” and, as the context may require, collectively with each other all Revolving Credit Loan Loans of such Lender and/or and with each the Revolving Credit Loan Loans of each all other LenderLenders, the “Revolving Credit Loans”) to the Borrower from time to time during between the Effective Date and the Maturity Date, in an aggregate principal amount, together with such Lender’s share of the Letter of Credit Exposure and Swing Loans outstanding at such time, not to exceed at any time (exclusive of any Competitive Advances of such Lender at such time) such Lender’s Commitment PeriodAmount for the purposes set forth in Section 2.15. The Revolving Credit Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. The acceptance by Borrower of the Revolving Credit Loans hereunder shall constitute a representation and warranty that all of the conditions set forth in Sections 5 (with respect to Revolving Credit Loans made on the Effective Date) and 6 (with respect to all other Revolving Credit Loans) have been satisfied. At no time shall the aggregate outstanding principal amount of the Revolving Credit Loans of all Lenders (including the amount of Competitive Advances) plus the Letter of Credit Exposure plus the aggregate principal amount of all Swing Loans exceed the Total Commitment Amount. Between the Effective Date and the Maturity Date, during which period the Borrower may borrow, prepay in whole or in part and reborrow under the Commitments at any time and from time to time, all in accordance with the terms and conditions of this Agreement. Subject to the provisions hereof. Immediately after making each Revolving Credit Loan of Sections 2.3, 2.4 and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request2.8, Revolving Credit Loans may be made as ABR (a) Prime Rate Loans, (b) LIBOR Loans, (c) Competitive Advances or Eurodollar Advances(d) any combination thereof.

Revolving Credit Loans. (a) Subject During the Commitment Period, subject to the terms and conditions hereofof this Agreement and the other Credit Documents, each Lender of the Lenders severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during until the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Termination Date; provided, however, that (a) the aggregate unpaid principal balance of the Revolving Credit Loans and Competitive Bid Loans repaid and all Reimbursement plus the outstanding LC Obligations paid on the same date, the Aggregate Credit Exposure will shall not at any time exceed the Aggregate Commitment Revolving Credit Maximum Borrowing Amount. With respect , and (b) with regard to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (Ii) the unpaid aggregate principal balances of Revolving Credit Loans held by such Lender, and (ii) such Lender’s LC Commitment of outstanding LC Obligations, shall not exceed the amount of such Lender’s Revolving Credit Loan constituting a part Commitment. The Borrower shall not request any advances of proceeds of the Revolving Credit Loans which would cause the aggregate unpaid principal balances of the Revolving Credit Loans to be made, (II) exceed the above-stated limitations. In the event that the aggregate unpaid principal balance balances of all other the Revolving Credit Loans (exclusive exceed the above-stated limitations, the Borrower shall immediately make such payments to the Agent as will be sufficient to reduce the aggregate unpaid principal balances of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to an aggregate amount which will not be made) then outstanding from in excess of such limitations. Each Revolving Credit Loan extended by a Lender and (III) shall be in a principal amount equal to the product of (A) such Lender’s Revolving Credit Commitment Percentage and (B) the sum of (1) the aggregate principal balance amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans requested on such occasion. Subject to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option satisfaction of the Borrowerterms and conditions of this Agreement and of the other Credit Documents, indicated the Borrower may borrow, prepay, and reborrow the Revolving Credit Loans in a Borrowing Request, whole or in part until the Revolving Credit Termination Date. Revolving Credit Loans may be made consist of Adjusted Base Rate Borrowings or LIBOR Borrowings, or a combination thereof, as ABR Advances or Eurodollar Advancesthe Borrower may request in accordance with the terms hereof.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the US Borrower in Dollars from time to time from the Closing Date through, but not including, the Maturity Date as requested by the US Borrower in accordance with the terms of Section 2.4; provided that, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitment less the sum of (i) during the Reserve Period, the Reserve Amount, (ii) all outstanding Canadian Dollar Loans, (iii) all outstanding Euro Loans, (iv) all outstanding Swingline Loans and (v) all outstanding L/C Obligations and (b) the aggregate principal amount of all outstanding Revolving Credit Loans from any Revolving Credit Lender to the US Borrower shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment less such Revolving Credit Lender’s Revolving Credit Commitment Percentage of (i) during the Reserve Period, the Reserve Amount; (ii) all outstanding Canadian Dollar Loans, (iii) all outstanding Euro Loans, (iv) all outstanding Swingline Loans and (v) all outstanding L/C Obligations. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the US Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) hereunder until the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans in Dollars or in any Agreed Foreign Currency to the Borrower Borrowers from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment Periodor (ii) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, during which period the Borrower Borrowers may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan Loans. If any Existing Revolving Credit Loans or Existing Letters of Credit shall be outstanding immediately prior to the Initial Funding Date, the Borrowers shall be deemed automatically to have borrowed Revolving Credit Loans from the Revolving Credit Lenders, and the Revolving Credit Lenders shall be deemed automatically to have made Revolving Credit Loans to the Borrowers (in the case of Eurocurrency Revolving Credit Loans, with Interest Periods commencing on the Initial Funding Date and ending on the date as shall have been previously notified to the Lenders in connection therewith) and shall be deemed to have acquired participations in any Existing Letters of Credit, in each case on the Initial Funding Date, so that after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the deemed Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence ofpurchases, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance LC Exposure in respect of all Swing Line Loans (exclusive outstanding Letters of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Credit shall be held by the Revolving Credit Loans to be made) then outstanding and (2) Lenders in accordance with the Letter respective amounts of their Revolving Credit Exposure Commitments as of all Lenders, will not exceed the Initial Funding Date as set forth in the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesSchedule.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; provided, that (a) the sum of the aggregate amount of all outstanding Revolving Credit Loans (after giving effect to the amount requested and the use of the proceeds thereof to repay Extensions of Credit hereunder), Swingline Loans and L/C Obligations from any Lender to the Borrower shall at no time exceed such Lender's Revolving Credit Commitment and (b) no borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto and the use of the proceeds thereof to repay Extensions of Credit hereunder, the aggregate principal amount of Revolving Credit Loans then outstanding plus (i) all outstanding Swingline Loans plus (ii) the aggregate principal amount of all outstanding L/C Obligations would exceed the then applicable Borrowing Limit. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of hereunder until the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Subject to the provisions of Section 2.5 and the other terms and conditions hereofset forth in this Agreement, each Lender of the Lenders severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrower from time to time during the Commitment Period, during which period and the Borrower may borrow, prepay repay, and reborrow from each Lender from time to time from the Closing Date up to but not including the Maturity Date upon notice by the Borrower to the Administrative Agent given in accordance with Section 2.5 hereof, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate amounts requested) at any one time equal to such Lender's Commitment Amount. With respect to each MINUS such Lender, at the time 's Commitment Percentage of the making of any Revolving Credit Loan, Maximum Drawing Amount; PROVIDED that the sum of (I) the principal outstanding amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit and Swing Loans (exclusive of Revolving Credit after giving effect to all amounts requested) and the Competitive Bid Loans which are repaid with PLUS the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will Maximum Drawing Amount shall not at any time exceed the Total Commitment of such Lender in effect at such time. At the option of the Borrower, indicated in a Borrowing Request, The Revolving Credit Loans may shall be made pro rata in accordance with each Lender's Commitment Percentage. Each request for a Revolving Credit Loan or Swing Loan made pursuant to Section 2.5 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 10 have been satisfied as ABR Advances of the Closing Date and that the conditions set forth in Section 11 have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date of the requested Revolving Credit Loan or Eurodollar AdvancesSwing Loan, PROVIDED that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or Swing Loan shall be required to be made by any Lender, or the Swing Lender, as the case may be, unless all of the conditions contained in Section 10 have been satisfied as of the Closing Date and all of the conditions set forth in Section 11 have been met at the time of any request for a Revolving Credit Loan or Swing Loan.

Revolving Credit Loans. Upon the terms and subject to the conditions of, and in reliance upon the representations and warranties made under, this Agreement, each Lender agrees, severally, but not jointly, to make Revolving Credit Loans (aon both an interim and final basis as those terms are commonly used in the context of the Bankruptcy Code) Subject to the Borrowers from time to time from the Effective Date to but not including the Termination Date, as requested or deemed requested by the Borrowers in accordance with the terms of SECTION 2.2, in amounts equal to such Lender's Commitment Percentage of each such Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Commitment Percentage of the Borrowing Base; PROVIDED, HOWEVER, that the Aggregate Credit Obligations (after giving effect to the Loans requested) shall not exceed the Borrowing Base. It is expressly understood and agreed that the Lenders may and at present intend to use the Borrowing Base as a maximum ceiling on Revolving Credit Loans to the Borrowers; PROVIDED, HOWEVER, that it is agreed that should the Revolving Credit Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. Notwithstanding anything herein to the contrary, Interim Advances with respect to Revolving Credit Loans pursuant to the Interim Order shall not exceed the maximum principal amounts allowed under the Interim Order. The principal amount of any Revolving Credit Loan which is repaid pursuant to SECTION 2.3(C) may be reborrowed by the Borrowers, subject to the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofterms of this SECTION 2.1. Immediately after making The Agent's and each Lender's books and records reflecting the date and the amount of each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time repayment of principal thereof shall constitute PRIMA FACIE evidence of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part accuracy of the Revolving Credit Loans information contained therein, subject to be made, (II) the aggregate principal balance provisions of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesSECTION 4.5.

Revolving Credit Loans. Upon the terms and subject to the conditions of, and in reliance upon the representations and warranties made under, this Agreement, each Revolving Credit Lender agrees, severally, but not jointly, to make Revolving Credit Loans under the Revolving Credit Facility to the Borrowers from time to time from the Effective Date to but not including the Termination Date, as requested or deemed requested by the Borrowers' Representative in accordance with the terms of SECTION 2.2, in amounts equal to such Lender's Proportionate Share of each Revolving Credit Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Proportionate Share of the Borrowing Base; PROVIDED, HOWEVER, that the aggregate principal amount of all outstanding Revolving Credit Loans (aafter giving effect to the Loans requested) Subject shall not exceed the Revolving Credit Facility minus the Letter of Credit Reserve minus the aggregate outstanding principal amount of any Swingline Loans. It is expressly understood and agreed that the Lenders may and at present intend to use the Borrowing Base as a maximum ceiling on Loans made to the Borrowers under the Revolving Credit Facility; PROVIDED, HOWEVER, that it is agreed that should the aggregate outstanding amount of such Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Loans shall nevertheless constitute Secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. The principal amount of any Loans made under the Revolving Credit Facility which is repaid may be reborrowed by the Borrowers, subject to the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofterms of this SECTION 2.1. Immediately after making The Administrative Agent's and each Revolving Credit Loan Lender's books and after giving effect to all Swing Line Loans records reflecting the date and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit each Loan constituting a part of made under the Revolving Credit Loans to be made, (II) the aggregate Facility and each repayment of principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option thereof shall constitute prima facie evidence of the Borroweraccuracy of the information contained therein, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancessubject to the provisions of SECTION 5.7.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time during the Commitment PeriodRevolving Credit Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Loans exceeding such Lender’s Revolving Credit Commitment; provided that the total Revolving Credit Exposure (after giving effect to any requested Revolving Credit Borrowing and any repayment of Swing Loans effected by any requested Revolving Credit Borrowing) shall not at any time exceed the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment AmountLoans. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal The amount of such each Lender’s Revolving Credit Loan constituting a part Commitment under the Existing Credit Agreement (which were defined as “Lender”, “Revolving Credit Commitment” and “Revolving Credit Loan”, respectively, thereunder) immediately prior to the Effective Time is set forth opposite its name on Part I of Schedule 2.1 annexed hereto and the aggregate amount of the Revolving Credit Loans Commitments (which was defined as “Revolving Credit Commitments” thereunder) at such time was $220,000,000. The amount of each Lender’s Revolving Credit Commitment in effect on the Closing Date is set forth opposite its name on Part II of Schedule 2.1 and the aggregate amount of the Revolving Credit Commitments in effect on the Closing Date is $150,000,000. For the avoidance of doubt, (i) all “Revolving Credit Loans” made under the Existing Credit Agreement and outstanding immediately prior to the Effective Time shall continue to be made, (II) the aggregate principal balance of all other maintained as Revolving Credit Loans under and governed by this Agreement or shall be converted into Term Loans under the Term Loan Agreement and (exclusive ii) the parties hereto further agree that on the Closing Date, all unpaid Obligations under the Existing Credit Agreement (including without limitation all unpaid interest, fees and expenses) outstanding as of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans Closing Date shall be deemed to be made) then outstanding from such Lender owing under and (III) governed by this Agreement or by the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds ofTerm Loan Agreement, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesapplicable.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Agent given in accordance with §2.8, revolving loans in such amounts as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in §2.10 up to a maximum aggregate principal amount outstanding such that (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any amounts requested) (i) such Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Commitment Percentage of the aggregate Revolving Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment or the Borrowing Base Availability minus the Outstanding Term Loans, and (iii) the Total Loan constituting a part Exposure shall not exceed the Total Commitment or the Borrowing Base Availability; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans Exposure (after giving effect to be made, (IIall amounts requested) shall not at any time cause a violation of the aggregate principal balance of all other covenants set forth in §9. The Revolving Credit Loans (exclusive of shall be made pro rata in accordance with each Revolving Credit Loans which Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date), or to the extent all of the conditions required of Xxxxxxxx xxx xxxxx xx §00 and §11 are repaid with not satisfied or deemed satisfied as of the proceeds ofdate of such request, such shall not result in any Material Adverse Effect. The Agent may assume that the conditions in §10 and simultaneously with the incidence of, the §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to be made) then outstanding from such Lender and (III) Borrower in the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the maximum aggregate principal outstanding balance of all Swing Line Loans (exclusive more than the principal face amount of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the its Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all LendersCommitment, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesapplicable.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Effective Date and the Revolving Credit Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Agent given in accordance with §2.7, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on amounts requested) at any one time equal to the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time lesser of the making of any (i) such Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Commitment and (ii) such Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Lender’s Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product Commitment Percentage of (A) such Lender’s Commitment Percentage and the Borrowing Base Availability minus (B) the sum of (1) the aggregate principal balance amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the outstanding Revolving Credit Loans to be made) then outstanding and Swing Loans, and (2) the aggregate amount of Letter of Credit Exposure Liabilities; provided, that, in all events no Default or Event of all LendersDefault shall have occurred and be continuing; and provided, will not exceed further, that the Commitment of such Lender at such time. At the option outstanding principal amount of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the Total Commitment. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such request (or if such condition is required to have been satisfied only as ABR Advances of the Effective Date, that such condition was satisfied as of the Effective Date). The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note or Eurodollar Advancesits Commitment, as applicable.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrowers and any Borrower may borrow, repay, and reborrow from time to time during from the Commitment Period, during which period Closing Date until the Maturity Date upon notice by the applicable Borrower may borrow, prepay and reborrow to the Administrative Agent given in accordance with §2.6, such sums denominated in Dollars as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and applicable Borrowers up to a maximum aggregate amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect amounts requested) at any one time equal to each Lender, at the time of the making of any such Revolving Credit Loan, Lender's Commitment minus such Revolving Credit Lender's Commitment Percentage of (i) the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus (Iii) the principal outstanding amount of such Lender’s Revolving Credit Loan constituting a part Swing Line Loans, provided that (i) the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not at any time exceed the lesser of (A) the Total Commitment at such time and (B) the Borrowing Base at such time and (ii) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI shall not at any time exceed the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth above and in §11 and §12, in the case of the initial Revolving Credit Loans to be mademade on the Closing Date, (II) and §12, in the aggregate principal balance case of all other Revolving Credit Loans (exclusive Loans, have been satisfied on the date of such request. The Revolving Credit Loans which are repaid with advanced on the proceeds of, and simultaneously with the incidence of, Closing Date shall be made by the Revolving Credit Loans Lenders as Base Rate Loans, subject to be made) then outstanding from such Lender and (III) conversion after the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid Closing Date in accordance with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances§2.7.

Revolving Credit Loans. Each Revolving Credit Lender severally agrees, ---------------------- on the terms and conditions of this Agreement, to make loans to the Borrower in Dollars during the Credit Agreement ---------------- period from and including the Closing Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time, provided that (ai) in -------- no event shall the aggregate principal amount of all Revolving Credit Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceed the aggregate amount of the Revolving Credit Commitments as in effect from time to time and (ii) after giving effect to the making of the initial Revolving Credit Loans, and the issuance of the initial Letters of Credit, on the Closing Date there shall be an aggregate of at least $10,000,000 of unutilized Revolving Credit Commitments. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Commitments by means of Base Rate Loans to be made, (II) the aggregate principal balance of all other and Eurodollar Loans and may Convert Revolving Credit Loans (exclusive of one Type into Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the of another Type (as provided in Section 2.09 hereof) or Continue Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the one Type as Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated same Type (as provided in a Borrowing RequestSection 2.09 hereof). Anything herein to the contrary notwithstanding, Revolving Credit Loans may shall not be available hereunder unless the Term Loans (in an aggregate principal amount equal to $85,000,000) are made as ABR Advances or Eurodollar Advanceson the Closing Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans in Dollars or in any Agreed Foreign Currency to the Borrower Borrowers from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure Second Amended and Restated Credit Agreement exceeding such Lender’s Revolving Credit Commitment Periodor (ii) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, during which period the Borrower Borrowers may borrow, prepay and reborrow Revolving Credit Loans. If any Revolving Credit Loans or Letters of Credit shall be outstanding immediately prior to the Amendment Effective Date, the Borrowers shall borrow Revolving Credit Loans from the Revolving Credit Lenders, and the Revolving Credit Lenders shall make Revolving Credit Loans to the Borrowers (in the case of Eurocurrency Revolving Credit Loans, with Interest Periods commencing on the Amendment Effective Date and ending on the date as shall have been previously notified to the Lenders in connection therewith) and shall be deemed to have acquired participations of the Revolving Credit Lenders in any Letters of Credit that are outstanding immediately prior to the Amendment Effective Date, and (notwithstanding the provisions of Section 2.17 requiring that borrowings and prepayments be made ratably in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part amounts of the Revolving Credit Loans to be made, (IIheld by the Revolving Credit Lenders) the aggregate Borrowers shall repay in full the principal balance of and interest on all other of the Revolving Credit Loans made by the Retiring Revolving Credit Lenders to the Borrowers hereunder (exclusive together with any other amounts payable hereunder to such Retiring Revolving Credit Lender in connection with their respective “Revolving Credit Commitments” under (and as defined in) the Existing Credit Agreement) and to the extent necessary shall repay the principal of the Revolving Credit Loans which are repaid made by the Revolving Credit Lenders to the Borrowers, in each case together with the proceeds ofany amounts owing pursuant to Section 2.15 as a result of such payment, so that after giving effect to such Revolving Credit Loans, purchases and simultaneously with the incidence ofprepayments, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance LC Exposure in respect of all Swing Line Loans (exclusive outstanding Letters of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Credit shall be held by the Revolving Credit Loans to be made) then outstanding and (2) Lenders ratably in accordance with the Letter respective amounts of their Revolving Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option Commitments as of the BorrowerAmendment Effective Date as specified on Schedule 1 and, indicated in a Borrowing Requestthat connection, the Issuing Banks shall be deemed to have released the Retiring Revolving Credit Loans may Lenders on such date to the extent of the respective purchases by the Revolving Credit Lenders. To effect the foregoing payments, the related transfers of funds shall be made as ABR Advances or Eurodollar Advancesnetted to the extent necessary to minimize the actual flows of funds between the relevant parties. Upon the satisfaction of the foregoing, each Retiring Revolving Credit Lender shall cease to be, and shall cease to have any of the rights and obligations of, a “Revolving Credit Lender” under this Agreement.

Revolving Credit Loans. Each Revolving Credit Lender severally agrees, on the terms and conditions of this Agreement, to make revolving credit loans (athe "Revolving Credit Loans") to Borrower in Dollars during the period from but not including the Closing Date to but not including the date that is five days prior to the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time; provided, however, that in no event shall (i) the sum of the aggregate principal amount of Revolving Credit Loans then outstanding made by any Revolving Credit Lender, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's pro rata share (based on the Revolving Credit Commitments) of the aggregate amount of all Letter of Credit Liabilities exceed such Lender's Revolving Credit Commitment at in effect at such time, or (ii) the sum of the aggregate principal amount of (without duplication) all Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding, plus the aggregate amount of all Letter of Credit Liabilities at any time exceed the aggregate amount of the Revolving Credit Commitments as in effect at such time. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Commitments by means of ABR Loans to be made, (II) the aggregate principal balance of all other and LIBOR Loans and may Convert Revolving Credit Loans (exclusive of one Type into Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the of another Type (as provided in Section 2.09) or Continue Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the one Type as Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated same Type (as provided in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesSection 2.09).

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “"Revolving Credit Loan” " and, as the context may require, collectively with each all other Revolving Credit Loan Loans of such Lender and/or and with each the Revolving Credit Loan Loans of each all other LenderLenders, the “"Revolving Credit Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period, during which period provided that immediately after giving effect thereto (i) such Lender's Credit Exposure would not exceed such Lender's Revolving Credit Commitment Amount, and (ii) the Aggregate Credit Exposure would not exceed the Aggregate Revolving Credit Commitment Amount. During the Revolving Credit Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Revolving Credit Commitments, all in accordance with the terms and conditions of this Agreement. Subject to the provisions hereof. Immediately after making each Revolving Credit Loan of Sections 2.3 and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender3.3, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be (i) Dollar Revolving Credit Loans in which case they may be made as one or more (A) ABR Advances, (B) Eurodollar Advances or Eurodollar (C) any combination thereof or (ii) Alternate Currency Loans in which case they shall be made as one or more Alternate Currency Euro Advances, provided, however, in no event shall the aggregate outstanding principal balance of Alternate Currency Loans (determined on the basis of the Dollar Equivalent of each Alternate Currency Loan) exceed $30,000,000. The Revolving Credit Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the Applicable Currency on the Maturity Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth herein, (i) each Revolving Multicurrency Tranche Lender agrees, severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively jointly with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each any other Lender, the “to make Revolving Credit Loans”) Loans in Dollars or in one or more Other Currencies to the any Borrower from time to time during the Revolving Credit Availability Period in an aggregate principal amount at any time outstanding that will not result in (x) the Dollar Equivalent of such Xxxxxx’s Revolving Multicurrency Tranche Exposure exceeding such Lender’s Revolving Multicurrency Tranche Commitment Periodor (y) the sum of the Dollar Equivalent of the total Revolving Multicurrency Tranche Exposures exceeding the total Revolving Multicurrency Tranche Commitments, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making (ii) each Revolving USD Tranche Lender agrees, severally and not jointly with any other Lender, to make Revolving Credit Loan and Loans in Dollars to any U.S. Borrower from time to time during the Revolving Credit Availability Period in an aggregate principal amount at any time outstanding that will not result in (x) such Lender’s Revolving USD Tranche Exposure exceeding such Xxxxxx’s Revolving USD Tranche Commitment or (y) the sum of the total Revolving USD Tranche Exposures exceeding the total Revolving USD Tranche Commitments; provided that, after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (Ix) the principal amount Revolving Credit Exposure of any Lender shall not exceed such LenderXxxxxx’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds ofCommitment, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (By) the sum of (1) the aggregate principal balance Dollar Equivalent of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the total Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will Revolving Credit Lenders shall not exceed the Commitment total Revolving Credit Commitments of such Lender at such timeall Lenders. At Within the option of foregoing limits and subject to the Borrowerterms and conditions set forth herein, indicated in a Borrowing Requestincluding Sections 2.10 and 2.15, Borrowers may borrow, prepay, and reborrow Revolving Credit Loans may be made as ABR Advances without premium or Eurodollar Advancespenalty.

Revolving Credit Loans. (ai) Subject to the terms and conditions hereofcontained in this Agreement, each Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement available to the Borrowers from time to time Advances (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lendercollectively, the “Revolving Credit Loans”) to , and individually, a “Revolving Credit Loan”), and the Borrower Borrowers may from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making request Revolving Credit Loans from each Revolving Credit Loan Lender through the Revolving Credit Commitment Termination Date, so long as (i) the sum of the aggregate outstanding and after giving effect unpaid principal balance of all such Revolving Credit Loans from all Revolving Credit Lenders plus all then outstanding L/C Obligations does not exceed at any time the Aggregate Revolving Credit Commitment Limit then in effect, and (ii) the sum of the aggregate outstanding and unpaid principal balance of all Revolving Credit Loans obtained from each Revolving Credit Lender plus such Revolving Credit Lender’s pro rata share of all then outstanding L/C Obligations does not exceed at any time such Revolving Credit Lender’s pro rata share of the Aggregate Revolving Credit Commitment Limit then in effect, as allocated to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid the Revolving Credit Lenders as set forth on the same dateSchedule 2.01B hereto (collectively, the Aggregate “Revolving Credit Exposure will not exceed the Aggregate Commitment AmountCommitments”, and each individually, a “Revolving Credit Commitment”). With respect to each Lender, at the time The obligations of the making Revolving Credit Lenders hereunder shall be several and not joint. The failure of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Lender to make any Revolving Credit Loan constituting a part on any date required hereunder shall not relieve any other Revolving Credit Lender of its corresponding obligation to do so on such date, and no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so make its Revolving Credit Loan. The Revolving Credit Lenders’ Revolving Credit Commitments shall terminate on the Revolving Credit Commitment Termination Date, and the then outstanding principal balance of the Revolving Credit Loans shall be due and payable in full on the Maturity Date, without setoff, deduction or counterclaim. The Borrowers may from time to be made, (II) the aggregate principal balance time repay all or a portion of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans in accordance with this Agreement, which amounts may be reborrowed from time to time prior to the Revolving Credit Commitment Termination Date (subject to the Aggregate Revolving Credit Commitment Limit) so long as the Revolving Credit Commitments of the Revolving Credit Lenders have not terminated in accordance herewith. The Revolving Credit Loans shall be made) then outstanding evidenced, to the extent requested by the applicable Revolving Credit Lender, by the Borrowers’ Revolving Credit Notes executed from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) time to time in the aggregate original principal balance amount of up to the Aggregate Revolving Credit Commitment Limit, each in the form of Exhibit B hereto (with all Swing Line Loans blanks appropriately completed) (exclusive of Swing Line Loans which are repaid with as the proceeds ofsame may be amended, supplemented, restated, extended, renewed or replaced from time to time, and simultaneously with the incurrence of, including any replacement Notes issued to any assignee of the Revolving Credit Loans or any Revolving Credit Lender under Article XII hereof, referred to be made) then outstanding collectively as the “Revolving Credit Notes”), issued to, and (2) the Letter of Credit Exposure of all Lenderspayable to, will not exceed the Commitment of such Lender at such time. At the option each of the Borrower, indicated in a Borrowing Request, applicable Revolving Credit Loans may be made as ABR Advances Lenders (or Eurodollar Advancestheir respective registered assigns) in amounts equal to their respective Revolving Credit Commitments.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Agent given in accordance with §2.7, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on amounts requested) at any one time equal to the same date, lesser of (i) the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time sum of the making of any such Revolving Credit Loan, Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the sum of (IA) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and Pool Availability minus (B) the sum of (1) the aggregate principal balance amount of all outstanding Revolving Credit Loans, Term Loans and Swing Line Loans, plus (2) the aggregate amount of Letter of Credit Liabilities, plus (3) commencing upon the occurrence of the Release of Security Date and continuing at all times thereafter, the outstanding principal amount of the Consolidated Total Unsecured Debt (excluding the Loans (exclusive and Letter of Swing Line Loans which are repaid with Credit Liabilities); provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the proceeds of, and simultaneously with the incurrence of, outstanding principal amount of the Revolving Credit Loans (after giving effect to be made) then outstanding all amounts requested), Swing Loans and (2) the Letter of Credit Exposure of all Lenders, will Liabilities shall not at any time (i) exceed the Commitment lesser of such Lender at such time. At (A) Pool Availability minus the option Outstanding Term Loans A and the Outstanding Term Loans B and commencing upon the occurrence of the BorrowerRelease of Security Date and continuing at all times thereafter, indicated the outstanding principal amount of the Consolidated Total Unsecured Debt (excluding the Loans and Letter of Credit Liabilities), and (B) the Total Revolving Credit Commitment or (ii) cause a violation of the covenant set forth in a Borrowing Request, §9.1. The Revolving Credit Loans may shall be made as ABR Advances pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the Borrower or Eurodollar Advancesparticipate in Letter of Credit Liabilities in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties set forth in this Agreement, each Lender the Notes and the other Loan Documents, the Banks severally (and but not jointly) agrees agree to make loans under this Agreement in either Dollars or one or more Optional Currencies (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “"Revolving Credit Loans”") to the Borrower at any time or from time to time during on or after the Closing Date and to and including the Business Day immediately preceding the Expiry Date in an aggregate Dollar Equivalent principal amount which, when combined with the aggregate principal amount of all outstanding Swing Line Loans and the aggregate Dollar Equivalent amount of Letters of Credit Outstanding, shall not exceed at any one time outstanding the Revolving Credit Facility Commitment; provided, however, that (i) no Bank shall be required to make Revolving Credit Loans (or participate in the issuance of Letters of Credit) in an aggregate Dollar Equivalent principal amount outstanding at any one time exceeding such Bank's Commitment, (ii) no Base Rate Loan shall be made in an Optional Currency, and (iii) after giving effect to any Revolving Credit Loan the aggregate amount of Revolving Credit Loans and Letters of Credit Outstanding denominated in Optional Currencies shall not exceed the Dollar Equivalent amount of Seventy-Five Million and 00/100 Dollars ($75,000,000.00). The Revolving Credit Loans shall be made pro rata in accordance with each Bank's Commitment PeriodPercentage. Within the limits of time and amount set forth in this Section 2.01, during which period and subject to the provisions of this Agreement including, without limitation, the Banks' right to demand repayment of the Revolving Credit Loans upon the occurrence of an Event of Default, the Borrower may borrow, prepay repay and reborrow in accordance under this Section 2.01; provided, however, that if the Borrower prepays any Libor Rate Loan on a day other than the last day of the applicable Interest Period for such Libor Rate Loan, then the Borrower shall comply with the provisions hereof. Immediately after making each Revolving Credit Loan terms and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With conditions of Section 2.12(c) with respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesprepayment.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Agent given in accordance with §2.7, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on amounts requested) at any one time equal to the same date, lesser of (i) the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time sum of the making of any such Revolving Credit Loan, Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the sum of (IA) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and Pool Availability minus (B) the sum of (1) the aggregate principal balance amount of all outstanding Revolving Credit Loans, Term Loans and Swing Line Loans, plus (2) the aggregate amount of Letter of Credit Liabilities, plus (3) the outstanding principal amount of the Consolidated Total Unsecured Debt (excluding the Loans (exclusive and Letter of Swing Line Loans which are repaid with Credit Liabilities); provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the proceeds of, and simultaneously with the incurrence of, outstanding principal amount of the Revolving Credit Loans (after giving effect to be made) then outstanding all amounts requested), Swing Loans and (2) the Letter of Credit Exposure of all Lenders, will Liabilities shall not at any time (i) exceed the Commitment lesser of such Lender at such time. At (A) Pool Availability minus the option Outstanding Term Loans A and the Outstanding Term Loans B and the outstanding principal amount of the BorrowerConsolidated Total Unsecured Debt (excluding the Loans and Letter of Credit Liabilities), indicated and (B) the Total Revolving Credit Commitment or (ii) cause a violation of the covenant set forth in a Borrowing Request, §9.1. The Revolving Credit Loans may shall be made as ABR Advances pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the Borrower or Eurodollar Advancesparticipate in Letter of Credit Liabilities in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note.

Revolving Credit Loans. Through and including the Revolving Credit Termination Date, (a) each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans (“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Commitment and (b) each Swingline Bank severally agrees, on the terms and conditions set forth in this Agreement, to make swingline loans (“Swingline Loans”) to the Company as agreed by such Swingline Bank in amounts not to exceed in the aggregate at any one time outstanding the amount as agreed by such Swingline Bank; provided, however, that no Revolving Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate outstanding principal of all Loans would exceed the Aggregate Commitment, (B) the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business would exceed the Clearing Fund Borrowing Base therefor or (C) the aggregate outstanding principal of all Company Pool Loans would exceed the Company Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow at any time through the Revolving Credit Termination Date. For the avoidance of doubt, (x) a Clearing Fund Pool Loan and a Company Pool Loan can be a Revolving Loan or a Swingline Loan, subject to the terms and conditions hereofset forth in the Loan Documents and (y) the provision of Swingline Loans by any Swingline Bank shall be in addition to, each Lender severally (and shall not jointly) agrees relieve such Bank from its obligation to make loans under this Agreement (each a “Revolving Credit Loan” andLoans ratably in proportion to the amount of, collectively with each other its Commitment. The obligations of any Bank to make Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other LenderLoans hereunder, and if its agreement to make Swingline Loans has not previously ceased, the “Revolving Credit Loans”obligation (if any) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit LoanSwingline Bank to make any Swingline Loans, the sum of shall cease at 5:01 p.m. (INew York City time) the principal amount of such Lender’s Revolving Credit Loan constituting a part of on the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesTermination Date.

Revolving Credit Loans. On the Effective Date, (ai) the "Revolving Credit Loans" (as defined in the Existing Credit Agreement) held by the Existing Lenders under the Existing Credit Agreement immediately prior to the Effective Date shall automatically, and without any action on the part of any Person, be designated and continued as Revolving Credit Loans outstanding under the Revolving Credit Commitments, (ii) each Revolving Credit Lender (including, without limitation, each New Lender that is a Revolving Credit Lender) shall have a Revolving Credit Commitment in the amount set opposite the name of such Lender on Annex 1 hereto, (iii) each of the New Lenders that is a Revolving Credit Lender (and each Existing Lender, if any, whose relative proportion of Revolving Credit Commitments hereunder is increasing over its relative proportion of "Revolving Credit Commitments" held by it under the Existing Credit Agreement (each an "INCREASING EXISTING REVOLVING CREDIT LENDER")) shall, by assignments from the Existing Lenders, if any, whose relative proportion of the Revolving Credit Commitments hereunder is decreasing from its relative proportion of "Revolving Credit Commitments" held by it under the Existing Credit Agreement (which assignments shall be deemed to occur automatically on the Effective Date), acquire a portion of the Revolving Credit Loans of the Existing Lenders so designated and continued (and the Revolving Credit Lenders shall, through the Agent, make such additional adjustments among themselves as shall be necessary), (iv) each such New Lender and each Increasing Existing Revolving Credit Lender severally agrees, on the terms and conditions of this Agreement, to make (on a non pro-rata basis) a revolving credit loan to the Borrower in Dollars and/or (v) the Borrower shall prepay the Revolving Credit Loans of the Existing Lenders (on a non pro-rata basis), in each case in such amounts, such that after giving effect thereto and any other Revolving Credit Loans made to the Borrower on the Effective Date, the Revolving Credit Lenders shall hold the Revolving Credit Loans hereunder ratably in accordance with their respective Revolving Credit Commitments. From and after the Effective Date, each Revolving Credit Lender severally agrees, on the terms of this Agreement, to make Revolving Credit Loans to the Borrower in Dollars during the period from and including the Effective Date to but excluding the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Lender's Revolving Credit Commitment as then in effect PROVIDED, that in no event shall Revolving Credit Exposure of such Lender exceed such Lender's Revolving Credit Commitment or the aggregate Revolving Credit Exposures of all of the Revolving Credit Lenders exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Commitments by means of Base Rate Loans to be made, and Eurodollar Loans and may (IIas provided in Section 2.08(a) the aggregate principal balance of all other hereof) Convert Revolving Credit Loans (exclusive of one Type into Revolving Credit Loans which are repaid with of the proceeds of, and simultaneously with the incidence of, the other Type or Continue Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the one Type as Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancessame Type.

Revolving Credit Loans. (ai) Subject to the terms and conditions hereofset forth herein, (A) each Dollar Revolving Credit Lender severally (and not jointly) that is a Tranche 1 Revolving Credit Lender agrees to make loans under this Agreement (each a “Syndicated Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans in Dollars to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Tranche 1 Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Availability Period in an aggregate principal amount that will not result in (x) such Lender’s Dollar Revolving Credit Exposure will not exceed exceeding such Lender’s Dollar Revolving Credit Sub-Commitment, (y) the Aggregate Commitment Amount. With respect to each Lender, at total Dollar Revolving Credit Exposures exceeding the time aggregate amount of the making of any Dollar Revolving Credit Loan, Sub-Commitments or (z) the sum of (I) the total Revolving Credit Exposures plus the aggregate principal amount of such Lender’s Revolving Credit Loan constituting a part outstanding Competitive Loans exceeding the aggregate amount of the Revolving Credit Loans Commitments and (B) each Multicurrency Revolving Credit Lender that is a Tranche 1 Revolving Credit Lender agrees to be made, (II) the aggregate principal balance of all other make Syndicated Revolving Credit Loans (exclusive of in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Tranche 1 Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and Availability Period in an aggregate principal amount that will not result in (III) the product of (Ax) such Lender’s Commitment Percentage and Multicurrency Revolving Credit Exposure exceeding such Lender’s Multicurrency Revolving Credit Sub-Commitment, (By) the total Multicurrency Revolving Credit Exposures exceeding the aggregate amount of the Multicurrency Revolving Credit Sub-Commitments or (z) the sum of (1) the total Revolving Credit Exposures plus the aggregate principal balance amount of all Swing Line outstanding Competitive Loans (exclusive exceeding the aggregate amount of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesCommitments.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) during the Term of this Agreement, Bank hereby agrees to make such loans under this Agreement (each individually, a “Revolving Credit "Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender" and collectively, the “Revolving Credit "Loans”") to Borrowers, jointly and severally, as any of the Borrower Borrowers may from time to time during request pursuant to Section 3.2 and in Bank's discretion, to issue Letters of Credit for the Commitment Periodaccount of the Borrowers, during or any of them, upon any Borrower's execution of a Letter of Credit Application therefor pursuant to Section 3.3 (subject to Bank's approval of the form of the Letters of Credit requested to be issued). The maximum aggregate principal amount of Loans plus the face amount of issued and outstanding Letters of Credit which period the Borrower Bank, cumulatively, may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect be required to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will have outstanding hereunder at any one time shall not exceed the Aggregate Commitment Amount. With respect to each Lenderlesser of Twenty Million Dollars ($20,000,000.00) (the "Bank's Commitment"), at the time of the making of any Revolving Credit Loan, the sum of or (Iii) the Borrowing Base (as hereinafter defined). Subject to the terms and conditions hereof, Borrowers may jointly and severally borrow, repay and reborrow such sums from Bank, provided, however, that the aggregate principal amount of all Loans outstanding hereunder plus the face amount of Letters of Credit issued and outstanding hereunder at any one time shall not exceed the lesser of the Bank's Commitment or the then current Borrowing Base. Contemporaneously with the execution of that certain Amendment to Forbearance Agreement dated as of May 10, 2004 (amending this Agreement), Borrowers shall execute and deliver to Bank a Note of Borrowers dated as of May 10, 2004 and payable jointly and severally to the order of Bank in the original principal amount of Twenty Million Dollars ($20,000,000.00) in the form attached as Exhibit B to such Lender’s Amendment to Forbearance Agreement and incorporated herein by reference (as the same may from time to time be amended, modified, extended or renewed, the "Note"). All references in the Credit Agreement, this Agreement, the Security Documents and the other Transaction Documents to the "Note," the "Revolving Credit Loan constituting a part Note" and other references of similar import shall hereafter be amended and deemed to refer to the Note in the form of the Revolving Credit Loans to be madeNote, (II) as amended and restated in the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made form attached hereto as ABR Advances or Eurodollar Advances.Exhibit B.

Revolving Credit Loans. (a) Subject to and upon the terms and conditions hereofherein set forth, each Lender having a Revolving Credit Commitment severally (and not jointly) agrees to make a loan or loans under this Agreement (each such loan and any Incremental Revolving Credit Loans and any Extended Revolving Credit Loans, a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower Borrowers, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time during after the Closing Date and prior to the Revolving Credit Maturity Date; provided, that Revolving Credit Loans may be made on the Closing Date to the extent permitted by Section 9.12 (for the avoidance of doubt, no Lender having a Revolving Credit Commitment Periodshall have any obligation to make Revolving Credit Loans for any purpose prohibited by Section 9.12), during which period (v) may, at the Borrower option of the Administrative Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Revolving Credit Loans; provided, that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, and (vi) may borrow, prepay be repaid and reborrow reborrowed in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of On the Revolving Credit Loans to be madeMaturity Date, (II) the aggregate principal balance of all other outstanding Revolving Credit Loans (exclusive shall be repaid in full. Upon receipt by the Administrative Agent of written notice from the Administrative Borrower, the Total Revolving Credit Loans which are repaid with Commitment may be permanently reduced, in whole or in part, as directed by the proceeds ofAdministrative Borrower so long as each such reduction is in a minimum amount of $1,000,000. Such reductions shall ratably reduce, and simultaneously with the incidence ofin whole or in part, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product Commitments of (A) such each Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Subject to Each Lender severally agrees, on the terms and conditions hereofset forth herein, each Lender severally (and not jointly) agrees to make loans under this Agreement Revolving Credit Loans to Borrower (each such loan, a “Revolving Credit Loan” and”) during the period of time from and after the Closing Date up to the Termination Date, collectively with each other so long as (i) all Revolving Credit Loan Loans by each Lender do not exceed such Lender’s Pro Rata Share of such Lender and/or with each the aggregate amount of Revolving Credit Loan of each other LenderLoans then requested from all Lenders, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (Iii) the principal aggregate amount of such Lender’s Revolving Credit Loan constituting a part Loans, LC Obligation and Swing Line Loans outstanding at any time does not exceed such Lender’s Pro Rata Share of the lesser of (i) the Borrowing Base determined as of the date on which the requested Revolving Credit Loan is to be made and (ii) the Maximum Loan Amount. The obligation of Borrower to repay to each Lender the aggregate amount of all Revolving Credit Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender’s “Note”) made by Borrower payable to such Lender in the form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender’s Note at any given time shall be made, (II) the aggregate principal balance amount of all other Revolving Credit Loans (exclusive theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein. Borrower may borrow, repay and reborrow any amounts loaned hereunder. The obligation of Borrower to repay the aggregate amount of all Revolving Credit Loans which are repaid with made by the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed together with interest accruing in connection therewith, shall be evidenced by the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesNotes.

Revolving Credit Loans. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, each of the Lenders agrees, severally and not jointly, to make revolving credit loans (the "REVOLVING CREDIT LOANS") to the Borrower at the Borrower's request from time to time from and after the Closing Date and prior to the Borrowing Base Maturity Date, PROVIDED that the Total Outstandings (after giving effect to all requested Revolving Credit Loans and Swing Line Advances) shall not at any time exceed the lesser of (i) the Borrowing Base and (ii) the Total Commitment, and PROVIDED, FURTHER that the sum of the aggregate principal amount of outstanding Revolving Credit Loans made by each Lender shall not at any time (after giving effect to all requested Revolving Credit Loans and Swing Line Advances) exceed such Lender's Commitment, and PROVIDED, FURTHER, that the sum of the aggregate principal amount of outstanding Revolving Credit Loans based on Eligible Leases having original terms of more than 60 months shall not at any time (after giving effect to all requested Revolving Credit Loans) exceed 10% of the aggregate principal amount of all outstanding Revolving Credit Loans. Subject to the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, repay and prepay amounts, up to the limits imposed by this Section 2.1, from time to time between the Closing Date and reborrow in accordance with the provisions hereofBorrowing Base Maturity Date upon request given to the Agent pursuant to Section 2.4. Immediately after making each Each request for a Revolving Credit Loan hereunder shall constitute a representation and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on warranty by the same dateBorrower that the conditions set forth in Section 3.1, in the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time case of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the initial Revolving Credit Loans to be mademade on the Closing Date, (II) and Section 3.2 in the aggregate principal balance case of all other Revolving Credit Loans (exclusive Loans, have been satisfied as of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment date of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesrequest.

Revolving Credit Loans. (a) Through and including the Revolving Credit Termination Date, (i) each Bank with an Applicable Tranche Commitment under an Applicable Tranche severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans under such Applicable Tranche (“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate for each such Applicable Tranche at any one time outstanding, the amount of its Applicable Tranche Commitment under such Applicable Tranche and (ii) each Applicable Tranche Swingline Bank severally may, in its sole discretion and on the terms and conditions set forth in this Agreement, make swingline loans under any Applicable Tranche (“Swingline Loans”) to the Company from time to time and in such amounts as such Applicable Tranche Swingline Bank shall determine at the time of each request by the Company for a Swingline Loan; provided, however, that no Revolving Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate outstanding principal of all Loans would exceed the Aggregate Commitments, (B) the aggregate outstanding principal of all Applicable Tranche Revolving Loans with respect to any Applicable Tranche would exceed the Aggregate Applicable Tranche Commitment for such Applicable Tranche, (C) the aggregate outstanding principal amount of all Revolving Loans in an Alternative Currency would exceed the Applicable Alternative Currency Sublimit, or (D) the aggregate outstanding principal of the Loans would exceed the Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Loans and Swingline Loans at any time up to the Revolving Credit Termination Date. For the avoidance of doubt, (x) a Loan can be a Revolving Loan or a Swingline Loan, subject to the terms and conditions hereofset forth in the Loan Documents and (y) the provision of Swingline Loans by any Applicable Tranche Swingline Bank under an Applicable Tranche shall be in addition to, each Lender severally (and shall not jointly) agrees relieve such Bank from its obligation to make loans Revolving Loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Applicable Tranche ratably in proportion to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofamount of its Applicable Tranche Commitment. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making The obligations of any Bank to make Revolving Credit Loan, the sum of Loans hereunder shall cease at 5:01 p.m. (INew York City time) the principal amount of such Lender’s Revolving Credit Loan constituting a part of on the Revolving Credit Loans to be made, (II) Termination Date. For the aggregate principal balance avoidance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.doubt,

Revolving Credit Loans. Upon the terms and subject to the conditions of, and in reliance upon the representations and warranties made under, this Agreement, each Lender agrees, severally but not jointly, to make Revolving Credit Loans under the Revolving Credit Facility to the Borrowers from time to time from the Effective Date to but not including the Termination Date, as requested or deemed requested by the Borrowers in accordance with the terms of SECTION 2.2, in amounts equal to such Lender's Proportionate Share of each Revolving Credit Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Proportionate Share of the Borrowing Base; PROVIDED, HOWEVER, that no Borrowing of a Revolving Credit Loan shall exceed the Revolving Credit Availability at the time and the aggregate principal amount of all outstanding Loans under the Revolving Credit Facility (aafter giving effect to the Loans requested) Subject shall not exceed the Borrowing Base. It is expressly understood and agreed that the Lenders may and at present intend to use the Borrowing Base as a maximum ceiling on Loans made to the Borrowers under the Revolving Credit Facility; PROVIDED, HOWEVER, that it is agreed that should the aggregate outstanding amount of such Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Loans shall nevertheless constitute Secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. The principal amount of any Loans made under the Revolving Credit Facility which is repaid pursuant to SECTION 2.3(C) may be reborrowed by the Borrowers, subject to the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofterms of this SECTION 2.1. Immediately after making each Revolving Credit Loan The Agent's and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at 's books and records reflecting the time of date and the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of each Loans made under the Revolving Credit Loans to be made, (II) the aggregate Facility and each repayment of principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option thereof shall constitute prima facie evidence of the Borroweraccuracy of the information contained therein, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancessubject to the provisions of SECTION 5.8.

Revolving Credit Loans. Upon the terms and subject to the conditions of, and in reliance upon the representations and warranties made under, this Agreement, each Lender agrees, severally, but not jointly, to make Revolving Credit Loans to the Borrowers from time to time from the Effective Date to but not including the Termination Date, as requested or deemed requested by the Borrowers' Representative in accordance with the terms of Section 2.2, in amounts equal to such Lender's Commitment Percentage of each Revolving Credit Loan requested or deemed requested hereunder by the Borrowers up to an aggregate principal amount at any one time outstanding equal to such Lender's Commitment Percentage of the lesser of (ai) Subject the Revolving Credit Facility and (ii) the Borrowing Base, minus in the case of each (i) and (ii) the Letter of Credit Reserve; provided, however, that the aggregate principal amount of all outstanding Revolving Credit Loans by all Lenders (after giving effect to the Loans requested) shall not at any time exceed the lesser of (iii) the Revolving Credit Facility and (iv) the Borrowing Base, minus in the case of each (iii) and (iv) the Letter of Credit Reserve. It is expressly understood and agreed that the Lenders may and at present intend to use the foregoing limits applicable to the Borrowers as a maximum ceiling on Revolving Credit Loans to such Borrowers; provided, however, that should the Revolving Credit Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. The principal amount of any Revolving Credit Loan which is repaid may be reborrowed by the Borrowers, subject to the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofterms of this Section 2.1. Immediately after making The Agent's and each Lender's books and records reflecting the date and the amount of each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time repayment of principal thereof shall constitute prima facie evidence of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part accuracy of the Revolving Credit Loans information contained therein, subject to be made, (II) the aggregate principal balance provisions of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesSection 4.5.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender Bank, severally (and not jointly) , agrees to make revolving credit loans under this Agreement in Dollars (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “"Revolving Credit Loans”") to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrowin an aggregate principal amount at any time outstanding which, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect when added to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate such Bank's Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum Percentage of (Ii) the L/C Obligations then outstanding and (ii) the principal amount of Swing Line Loans then outstanding, does not exceed such Lender’s Revolving Credit Loan constituting a part Bank's Commitment; provided, that at no time shall the sum of the Revolving Credit Loans to be made, (IIx) the aggregate principal balance amount of all other Revolving Credit Loans made by the Banks then outstanding plus (exclusive of Revolving Credit Loans which are repaid with y) the proceeds of, and simultaneously with L/C Obligations then outstanding exceed the incidence ofTotal Commitment. The Commitments may be terminated or reduced from time to time pursuant to Section 2.10. Within the foregoing limits, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed Borrower may during the Commitment of such Lender at such timePeriod borrow, repay and reborrow under the Commitment, subject to the terms, provisions and limitations set forth herein. At the option of the Borrower, indicated in a Borrowing Request, The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with Sections 2.2 and 2.18; provided, that no Loan shall be made as ABR Advances a Eurodollar Loan after the date that is one month prior to the Termination Date. The failure of any Bank to make any Revolving Credit Loan shall not in itself relieve any other Bank of its obligation to lend hereunder (it being understood, however, that no Bank shall be responsible for the failure of any other Bank to make any Loan required to be made by such other Bank). The Loans comprising any Revolving Credit Borrowing shall be (i) with respect to a Base Rate Borrowing, in a minimum aggregate principal amount of $100,000 or a whole multiple thereof or (ii) with respect to a Eurodollar AdvancesBorrowing, in a minimum aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in either case, an aggregate principal amount equal to the remaining balance of the available Commitments).

Revolving Credit Loans. (a) Subject to Each Lender agrees, on and after the terms and conditions hereofRestatement Date, each Lender severally (and not jointly) agrees , for so long as no Default or Event of Default exists and if the conditions set forth in Section 8.1 and Section 8.2 are satisfied, to make loans under this Agreement (each a “US Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time during the period from the date hereof to but not including the last day of the Term, as requested by Borrower in the manner set forth in Subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (i) such Lender's Revolving Loan Commitment Periodminus such Lender's Revolving Loan Percentage of the Revolving Loan Exposure and (ii) the product of such Lender's Revolving Loan Percentage and an amount equal to the US Borrowing Base at such time minus the Revolving Loan Exposure; provided, during which period the Borrower may borrowhowever, prepay and reborrow in accordance with the provisions hereof. Immediately after making each that no Lender shall be required to make any Pounds Sterling Denominated Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, extent that the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal aggregate outstanding amount of such Lender’s Revolving Credit Loan constituting a part of the Pounds Sterling Denominated Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans Lenders at such time exceeds US$50,000,000 (exclusive on an as-converted to US Dollars basis at currently prevailing exchange rates as determined by the Agent). Agent shall have the right, after consultation with Borrower, to establish reserves in such amounts, and with respect to such matters, as Agent shall reasonably deem necessary or appropriate in its reasonable credit judgment exercised in good faith, against the amount of Revolving Credit Loans which Borrower may otherwise request under this Subsection 1.1.1 or UK Borrower may otherwise request under Subsection 1.1.3 with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are repaid issued in the ordinary course of business of Borrower and its Subsidiaries; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) other sums chargeable against Borrower's Loan Account as Revolving Credit Loans under any section of this Agreement; (iv) liabilities and clean up costs under Environmental Laws; (v) claims which have priority over the Liens granted to Agent, and (vi) such other specific events, conditions or contingencies as to which Agent, in its reasonable credit judgment exercised in good faith, determines reserves should be established from time to time hereunder. Notwithstanding the foregoing, Agent shall not establish any reserves in respect of any matters relating to any items of Collateral that have been specifically taken into account in determining eligibility of any category of assets or the amount or value thereof for determining the US Borrowing Base or the UK Borrowing Base. The Revolving Credit Loans shall be further evidenced by, and repayable in accordance with the proceeds of, and simultaneously with the incidence terms of, the Revolving Credit Loans to Notes and shall be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of secured by all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesCollateral.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Closing Date and the Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Agent given in accordance with §2.7, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on amounts requested) at any one time equal to the same date, lesser of (i) the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time sum of the making of any such Revolving Credit Loan, Lender’s Revolving Credit Commitment minus the Holdback and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the sum of (IA) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and Borrowing Base Availability minus (B) the sum of (1) the aggregate principal balance amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the outstanding Revolving Credit Loans, Swing Loans to be made) then outstanding and Term Loans, and (2) the aggregate amount of Letter of Credit Exposure Liabilities; provided, that, in all events no Default or Event of all LendersDefault shall have occurred and be continuing; and provided, will not exceed further, that the Commitment of such Lender at such time. At the option outstanding principal amount of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time exceed the sum of the Total Revolving Credit Commitment minus the Holdback, and the outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans, Term Loans and Letter of Credit Liabilities shall not at any time exceed the sum of the Total Commitment minus the Holdback or cause a violation of the covenant set forth in §9.1. The Revolving Credit Loans shall be made as ABR Advances or Eurodollar Advancespro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Banks severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrower Borrowers and the Borrowers may borrow, repay and reborrow from time to time during the Commitment Period, during which period beginning on the Borrower may borrow, prepay Closing Date and reborrow in accordance with ending on the provisions hereof. Immediately after making each Revolving Credit Maturity Date, such amounts as requested by the Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment; PROVIDED, HOWEVER, that the maximum aggregate principal amount of all Revolving Loans outstanding (after giving effect to the amounts requested), plus the aggregate Stated Amount of Letters of Credit outstanding at such time, plus the aggregate amount of any unreimbursed draws under outstanding Letters of Credit, shall not at any time exceed the lesser of (i) the aggregate amount of the Revolving Credit Commitments of all of the Banks, and (ii) the Borrowing Base; and PROVIDED, FURTHER, that at the time any Borrower requests a Revolving Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making thereof, no Default or Event of any Default has occurred and is continuing. The Revolving Loans shall be made PRO RATA in accordance with the Revolving Credit Loan, Commitment Percentage of each Bank. If the sum of (I) the aggregate principal amount of Revolving Loans outstanding, plus the aggregate Stated Amount of Letters of Credit outstanding at such Lender’s Revolving time, plus the aggregate amount of any unreimbursed draws under outstanding Letters of Credit Loan constituting a part of shall at any time exceed the Revolving Credit Loans to be made, (II) the aggregate principal balance Commitments of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with Banks then in effect or the incidence ofthen Borrowing Base, the Revolving Credit Loans Borrowers shall immediately pay to be made) then outstanding from such Lender and (III) the product Administrative Agent for the respective accounts of (A) such Lender’s Commitment Percentage and (B) the sum of (1) Banks the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment amount of such Lender at excess. Failure to make such time. At the option payment on demand shall be an Event of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesDefault hereunder.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement to Borrower (each a “herein called such Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “'s "Revolving Credit Loans”") to the Borrower upon Borrower's request from time to time during the Revolving Credit Commitment Period, during which period provided that (a) subject to Sections 3.3, 3.4 and 3.6, all Revolving Credit Lenders are requested to make Revolving Credit Loans of the Borrower may borrow, prepay and reborrow same Type in accordance with the provisions hereof. Immediately after making each their respective Revolving Credit Loan Percentage Shares and as part of the same Borrowing, and (b) after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on such Revolving Credit Loans, (i) the same date, the Aggregate Credit Exposure will Facility Usage does not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time Borrowing Base determined as of the making of any date on which the requested Revolving Credit LoanLoans are to be made, and (ii) the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) of each Revolving Credit Lender plus the existing LC Obligations of such Revolving Credit Lender does not exceed such Revolving Credit Lender's Revolving Credit Commitment. The aggregate principal balance amount of all other Revolving Credit Loans (exclusive in any Borrowing must be greater than or equal to $1,000,000 or higher integral multiple of Revolving Credit Loans which are repaid with $100,000 or must equal the proceeds of, and simultaneously with the incidence of, remaining availability under the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product Commitment. Portions of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the each Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Lender's Revolving Credit Loans may be made from time to time designated as ABR Advances Base Rate Loans or Eurodollar AdvancesLoans as provided herein. Borrower may have no more than five Borrowings of Eurodollar Loans outstanding at any time. The obligation of Borrower to repay to each Revolving Credit Lender the aggregate amount of all Revolving Credit Loans made by such Revolving Credit Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Revolving Credit Lender's "Revolving Credit Note") made by Borrower payable to the order of such Revolving Credit Lender in the form of Exhibit A-1 with appropriate insertions. The amount of principal owing on any Revolving Credit Lender's Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Credit Loans theretofore made by such Revolving Credit Lender minus all payments of principal theretofore received by such Revolving Credit Lender on such Revolving Credit Note. Interest on each Revolving Credit Note shall accrue and be due and payable as provided herein and therein. Each Revolving Credit Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Maturity Date. Subject to the terms and conditions hereof, Borrower may borrow, repay, and reborrow Revolving Credit Loans hereunder.

Revolving Credit Loans. (a) Subject During the Commitment Period, subject to the terms and conditions hereofof this Agreement and the other Credit Documents, each Lender of the Lenders severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during until the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Termination Date; provided, however, that no Revolving Credit Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on shall be made which will result in (a) the same date, Total Revolving Credit Outstanding exceeding the Aggregate Revolving Credit Exposure will not exceed the Aggregate Commitment Amount. With respect Dollar Cap; or (b) with regard to each Lender, at the time of the making of any Revolving Credit Loan, Exposure of such Lender exceeding the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part Commitment. The Borrower shall not request any Revolving Credit Loans which would cause the aggregate unpaid principal balances of the Revolving Credit Loans to be made, (II) exceed any of the above-stated limitations. In the event that the aggregate unpaid principal balance balances of all other the Revolving Credit Loans (exclusive exceed any of Revolving Credit Loans which are repaid with the proceeds ofabove-stated limitations, and simultaneously with the incidence of, Borrower shall immediately upon notice from the Administrative Agent make such payments to the Administrative Agent as will be sufficient to reduce the aggregate unpaid principal balances of the Revolving Credit Loans to an aggregate amount which will not be made) then outstanding from in excess of such limitations. Each Revolving Credit Loan extended by a Lender and (III) shall be in a principal amount equal to the product of (A) such Lender’s Revolving Credit Commitment Percentage and (B) the sum of (1) the aggregate principal balance amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans requested on such occasion. Subject to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option satisfaction of the Borrowerterms and conditions of this Agreement, indicated the Borrower may borrow, prepay, and reborrow the Revolving Credit Loans in a Borrowing Request, whole or in part until the Revolving Credit Termination Date. Revolving Credit Loans may be made consist of Adjusted Base Rate Borrowings or LIBOR Borrowings, or a combination thereof, as ABR Advances or Eurodollar Advances.the Borrower may request in accordance with the terms hereof. 106

Revolving Credit Loans. (a) Subject to Each Lender agrees, effective as of the terms and conditions hereofRestatement Date, each Lender severally (and not jointly, to (i) agrees maintain its Existing Revolving Credit Loans (which shall be treated as Revolving Credit Loans for all purposes of this Agreement and the other Loan Documents) and (ii) for so long as no Default or Event of Default exists and if the conditions set forth in Section 9 are satisfied, to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time during the Commitment Period, during which period from the Borrower may borrow, prepay and reborrow in accordance with date hereof to but not including the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time last day of the making Term, as requested by Borrower in the manner set forth in Subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of any (i) such Lender's Revolving Credit Loan, Loan Commitment minus such Lender's Revolving Loan Percentage of the sum of (Ix) the principal amount LC Amount and (y) all unpaid LC Obligations and (ii) the product of such Lender’s 's Revolving Credit Loan constituting a part Percentage and an amount equal to the Borrowing Base at such time minus the sum of (x) the LC Amount and (y) all unpaid LC Obligations minus the Availability Reserve and minus other reserves, if any; provided that the aggregate amount of the Revolving Credit Loans plus the LC Amount plus all unpaid LC Obligations shall not exceed the amount of secured Indebtedness permitted to be madeoutstanding hereunder under the terms of the Senior Note Documents. In addition to the Availability Reserve, (II) Agent shall have the aggregate principal balance of all right to establish other Revolving Credit Loans (exclusive reserves in such amounts, and with respect to such matters, as Agent shall reasonably deem necessary or appropriate in its reasonable credit judgment exercised in good faith, against the amount of Revolving Credit Loans which Borrower may otherwise request under this Subsection 1.1.1 with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are repaid issued in the ordinary course of business of Borrower and its Subsidiaries; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) other sums chargeable against Borrower's Loan Account as Revolving Credit Loans under any section of this Agreement; (iv) liabilities and clean up costs under Environmental Laws; and (v) such other specific events, conditions or contingencies as to which Agent, in its reasonable credit judgment exercised in good faith, determines reserves should be established from time to time hereunder. Notwithstanding the foregoing, Agent shall not establish any reserves in respect of any matters relating to any items of Collateral that have been specifically taken into account in determining eligibility of any category of assets or the amount or value thereof for determining the Borrowing Base. The Revolving Credit Loans shall be further evidenced by, and repayable in accordance with the proceeds of, and simultaneously with the incidence terms of, the Revolving Credit Loans to Notes and shall be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of secured by all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesCollateral.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans in Dollars under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence incurrence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. CHAR1\1787260v5 At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time, in amounts determined by Lender, in its sole discretion, up to a maximum principal amount at any time during outstanding equal to the Commitment PeriodBorrowing Base at such time. Unless otherwise agreed to by Lender, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each proceeds of any Revolving Credit Loan hereafter advanced by Lender shall be disbursed to Sepco. On the Closing Date, Lender may make Revolving Credit Loans to Borrower to repay the Sepco Revolver Obligations, the DXP Revolver Obligations and after giving effect the Pelican Revolver Obligations. If the unpaid balance of the Revolving Credit Loans should exceed the Borrowing Base or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all Swing Line benefits thereof. Insofar as Borrower may request and Lender may be willing, in its sole and absolute discretion, to make Revolving Credit Loans and Competitive Bid to Borrower at a time when the unpaid balance of Revolving Credit Loans repaid and all Reimbursement Obligations paid on the same dateexceeds, the Aggregate Credit Exposure will not or would exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of with the making of any such Revolving Credit Loan, the sum Borrowing Base (any such Loan or Loans being herein referred to individually as an "Overadvance" and collectively as "Overadvances"), Lender shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be payable ON DEMAND, shall be secured by the Collateral and shall bear interest as provided herein for Revolving Credit Loans generally. The Revolving Credit Loans shall be used solely for the satisfaction of (Iexisting Indebtedness of Borrower and for Borrower's general operating capital needs to the extent not inconsistent with the provisions of this Agreement. Subject to the provisions of Section 3.8(a) the principal amount of such Lender’s hereof, a request for a Revolving Credit Loan constituting a part shall be made or shall be deemed to be made in the following manner: (i) unless otherwise agreed to by Lender, Sepco shall give Lender notice of Borrower's intention to borrow, in which notice Sepco shall specify the amount of the proposed borrowing and the proposed borrowing date, no later than 12:00 p.m. Dallas, Texas time on the proposed borrowing date; (ii) the becoming due of any amount required to be paid under this Agreement as interest shall be deemed irrevocably to be a request for a Revolving Credit Loans Loan on the due date in the amount required to pay such interest; (iii) the becoming due of any amount required to be made, (II) the aggregate paid under this Agreement as principal balance of all other shall be deemed irrevocably to be a request for a Revolving Credit Loans Loan on the due date for the amount required to pay such principal; (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans iv) any payment made by Lender pursuant to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the a Letter of Credit Exposure of all Lenders, will or LC Guaranty which is not exceed immediately reimbursed by Borrower shall be deemed irrevocably to be a request for a Revolving Credit Loan on the Commitment date of such payment by Lender; and (v) the becoming due of any other Obligations shall be deemed irrevocably to be a request for a Revolving Credit Loan on the due date in the amount then so due. As an accommodation to Borrower, Lender at may permit telephonic or electronic requests for Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by Borrower, and Lender shall have no duty to verify the origin of any such time. At communication or the option authority of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesperson sending it.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, each Lender holding any Revolving Credit Commitment severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans in either Dollars or one or more Optional Currencies to the Borrower Borrowers at any time or from time to time during on or after the Commitment Perioddate hereof to the Expiration Date, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and provided that (i) after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit such Loan, the sum of (I) the principal aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s Revolving Credit Ratable Share of the Dollar Equivalent amount of Letters of Credit Outstanding, (ii) after giving effect to each such Loan, the aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender to any Foreign Borrower shall not exceed such Lender’s Ratable Share of any Foreign Borrower Sublimit, (iii) the Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments, and (iv) no Revolving Credit Loan constituting a part to which the Base Rate Option applies shall be made in an Optional Currency. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrowers may borrow, repay and reborrow pursuant to this Section 2.1. The Borrowers, jointly and severally, subject to Section 11.14 (if applicable), shall repay in full the outstanding principal amount of the Revolving Credit Loans to be madeLoans, (II) together with all accrued interest thereon and all fees and other amounts owing under any of the aggregate principal balance Loan Documents relating thereto on the Expiration Date or earlier termination of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid Commitments in connection with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesterms hereof.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower Borrower, from time to time during the Revolving Credit Commitment Period, during in an aggregate principal amount at any one time outstanding which, when added to the aggregate principal amount of outstanding Swing Line Loans in which period such Lender has purchased a participation (or, in the case of the Swing Line Lender, the Swing Line Loans made by such Swing Line Lender less the participations purchased in such Swing Line Loans by any other Lender) and such Lender's Commitment Percentage of the then outstanding L/C Obligations, does not exceed the amount of such Lender's Revolving Credit Commitment. During the Revolving Credit Commitment Period, the Borrower may borrowuse the Revolving Credit Commitments by borrowing, prepay prepaying the Revolving Credit Loans, in whole or in part, and reborrow reborrowing, all in accordance with the provisions terms and conditions hereof. Immediately after making each Revolving Credit Loan At any time not less than thirty (30) days prior to the Termination Date, and after giving effect subject to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same dateterms of the Fee Letter, the Aggregate Credit Exposure will not exceed Borrower may increase the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of aggregate Commitments by (I) entering into a binding written agreement, substantially in the principal amount form of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans Exhibit G hereto, with any Lender to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed increase the Commitment of such Lender (an "Increased Commitment Agreement") which Increase Commitment Agreement shall be presented to the Agents for acknowledgment and acceptance (which shall not be withheld unless the effect thereof would be to exceed the maximum permitted amount herein for all Commitments, Facility B Commitments and Facility C Commitments (if Facility C exists) in the aggregate) and/or (II) subject to the First Offer Requirement (as defined below) enter into a binding written agreement substantially in the form of Exhibit H hereto (a "Lender Addition Agreement") with any bank, financial institution, or Investment Fund to become a Lender under this Agreement by making a Commitment and causing such Person to take all other actions required to become a new Lender hereunder (a "New Lender"); provided that the sum of (i) the aggregate Commitments of all Lenders (including New Lenders), (ii) the aggregate Facility B Commitments of all Facility B Lenders and (iii) the aggregate Facility C Commitments (if Facility C exists) of all Facility C Lenders (if Facility C exists) may not exceed $750,000,000 at any time (such timenew or increased commitments, the "Incremental Facility"); and provided further that, no consent of any Lender shall be required for such Incremental Facility except for the consents described under clauses (I) and (II) above. At In order to become a New Lender, a party must execute a Lender Addition Agreement and deliver the option same to the Administrative Agent, the Syndication Agent and the Borrower for counter-execution. On the Eurodollar Loans Maturity Date (or, subject to compliance with subsection 2.16, on any Business Day) occurring on or immediately following the date that (i) the Agents have acknowledged their acceptance of any Increased Commitment Agreement delivered pursuant to clause (I) above or (ii) any Lender Addition Agreement has been executed by all necessary parties and delivered to the Agents, the increase in any such Lender's Commitment contemplated thereby shall become effective and/or the New Lender shall become a party to this Agreement, as applicable. Promptly thereafter, the Administrative Agent shall amend Schedule I hereto to accurately reflect the Commitments of the BorrowerLenders then in existence, indicated whereupon such amended Schedule I shall be substituted for the pre-existing Schedule I, be deemed a part of this Agreement without any further action or consent of any party and be promptly distributed to each Lender and the Borrower by the Administrative Agent. The Incremental Facility shall have such economic terms (i.e., pricing, amount, tenor, amortization) as shall be agreed at the time with the lenders participating therein, and shall, otherwise, be on the same terms as this Agreement; provided that without the written consent of Required Class Lenders for each Class, (i) the applicable interest rate margin under the Incremental Facility shall not exceed the Applicable Margin under this Agreement or the "Applicable Margin" under and as defined in the Facility B Credit Agreement by more than fifty basis points and (ii) the maturity date of the Incremental Facility shall be equal to or occurring after the scheduled Termination Date under this Agreement or the "Termination Date" under and as defined in the Facility B Credit Agreement; provided further that if the Borrower chooses to implement the Incremental Facility pursuant to clause (I) or (II) above, the Incremental Facility shall have the same economic terms (i.e., pricing, tenor, amortization) as this Agreement. In the alternative, without the consent of any Lender, Borrower may cause the Incremental Facility to be implemented and separately documented as Facility C, which shall have BOA as the administrative agent and provide for a Borrowing Requestratable sharing of all Collateral and Guarantee Obligations under the Guarantees among and between the Lenders, Revolving Credit Loans may the Facility B Lenders and the Facility C Lenders. In any case, the Administrative Agent shall have the right to execute, on behalf of the Lenders, any amendments and/or other documents necessary to implement the Incremental Facility; provided that such amendments and/or other documents do not affect any of the rights or obligations of any Lender for which the written consent of such Lender is necessary under subsection 10.1 unless the written consent of such Lender is received by the Administrative Agent. When the Incremental Facility is not implemented and separately documented as Facility C, the Borrower shall send the Administrative Agent (for distribution to each Lender) a written offer to participate in the Incremental Facility pursuant to clause (I) above, and each such Lender shall have the right, but no obligation, to commit to a ratable portion of the Incremental Facility, provided that no later than fourteen (14) days after receipt of such written request, each such Lender shall advise the Administrative Agent and the Borrower whether it intends to participate in the Incremental Facility and the amount of its proposed commitment (the "First Offer Requirement"). Only after satisfying the First Offer Requirement and allocating requested commitments to Lenders requesting participation in such Incremental Facility shall Borrower be made as ABR Advances or Eurodollar Advancespermitted to offer participation in any remaining commitments for the Incremental Facility to any proposed New Lender pursuant to clause (II) above.

Revolving Credit Loans. (a) Subject to From the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under date of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lenderthrough the Drawdown Termination Date, the “Revolving Credit Loans”) Lender may make revolving credit loans to the Borrower from time to time during the Commitment Period, during which period the on any Business Day in such amounts as Borrower may borrowrequest up to the maximum amount hereinafter stated, prepay and reborrow Borrower may make borrowings, prepayments and reborrowings (as permitted or required in accordance with Sections 2.07 and 2.08 hereof) in respect thereof; provided, however, that the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect aggregate principal amount of all such revolving credit loans (also referred to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will herein as "Advances") at any one time outstanding shall not exceed the Aggregate Commitment AmountBorrowing Base. With respect To evidence the revolving credit loans made by the Lender pursuant to each Lenderthis Section, the Borrower will issue, execute and deliver the Revolving Credit Note dated as of the date of this Agreement, payable on DEMAND, but if no demand is made, on the Drawdown Termination Date and secured by all of the Collateral (as defined in the Security Instruments). Thereafter, at the time sole discretion of the making of any Revolving Credit LoanLender, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part term of the Revolving Credit Loans Note and the Drawdown Termination Date may be extended for a term of one (1) year. At the expiration of such term, in the event the Borrower has not given the Lender sixty (60) days' prior written notice of its intent to be made, (II) terminate the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, revolving credit loans pursuant to the Revolving Credit Loans to Note, then, at the sole discretion of the Lender, the revolving credit loans shall be made) then outstanding from such Lender renewed, and (III) the product Drawdown Termination Date extended, for a period of (A) such Lender’s Commitment Percentage and (B) the sum of one (1) year; and at the aggregate principal balance end of all Swing Line Loans such one (exclusive of Swing Line Loans which are repaid with 1) year extension, the proceeds ofrevolving credit loans may be again extended, from year to year, in the same fashion. Each such extension shall be upon the same terms and simultaneously with the incurrence of, conditions as set forth herein and in the Revolving Credit Loans Note and the Security Instruments relating to be made) then outstanding the same, and (2) upon such further stipulations and conditions as the Letter of Credit Exposure of all Lenders, will not exceed Lender may require. Interest on the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may Note shall accrue and be made payable as ABR Advances or Eurodollar Advancesprovided in Section 2.02 hereof.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Banks severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrower and the Borrower may borrow (and may repay and reborrow) from time to time during between the Commitment PeriodClosing Date and the Revolving Credit Maturity Date, during which period such amounts as are requested by the Borrower may borrow, prepay up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested and reborrow in accordance the payment or prepayment of outstanding Loans or unreimbursed draws on Letters of Credit with the provisions hereof. Immediately proceeds of such borrowing) at any one time equal to such Bank's Commitment; provided, however, that (without duplication) the maximum aggregate principal amount of all Revolving Credit Loans outstanding (after making each giving effect to the amounts requested and the payment or prepayment of outstanding Loans or unreimbursed draws on Letters of Credit with the proceeds of such borrowing), plus the aggregate principal amount of all Swingline Loans outstanding, plus the aggregate Stated Amount of Letters of Credit outstanding at such time, plus the aggregate amount of all unreimbursed draws under outstanding Letters of Credit, shall not at any time exceed the Total Commitment in effect at such time, and provided, further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making thereof, no Default or Event of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Default has occurred and is continuing. The Revolving Credit Loans (exclusive but not the Swingline Loans) shall be made pro rata among the Banks in accordance with the Commitment Percentage of each Bank. If the aggregate principal amount of Revolving Credit Loans which are repaid with the proceeds ofoutstanding at any time, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) plus the aggregate principal balance amount of all Swing Line Swingline Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At , plus the option aggregate Stated Amount of Letters of Credit outstanding at such time, plus the aggregate amount of any unreimbursed draws under outstanding Letters of Credit shall at any time exceed the Total Commitment in effect at such time, the Borrower shall immediately pay to the Administrative Agent for the respective accounts of the BorrowerBanks the amount of such excess. Any such payment shall be applied first to outstanding Swingline Loans, indicated in a Borrowing Request, and any remainder shall be applied to outstanding Revolving Credit Loans may Loans. Failure to make such payment on demand shall be made as ABR Advances or Eurodollar Advancesan Event of Default hereunder.

Revolving Credit Loans. (a) Subject Upon the Agent's receipt from the Companies of executed Revolving Credit Notes in the form of Exhibit A hereto payable to the Lenders, each Lender severally agrees, subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during from the Commitment PeriodClosing Date through the Termination Date, during which period and within (i) the Borrower Aggregate Net Availability and (ii) the Revolving Line of Credit, to make loans and advances to the Companies on a revolving basis (i.e., subject to the limitations set forth herein, the Companies may borrow, prepay repay and reborrow re-borrow Revolving Credit Loans). Each Lender further agrees to make available to the Companies during the period beginning on the 20th of each month and expiring at the end of each such month, overadvances (each a "Permitted Overadvance") in accordance with an amount not exceeding (for all Lenders) the provisions hereofPermitted Overadvance Amount. Immediately after making each Each request for a Revolving Credit Loan or a Permitted Overadvance shall be delivered by a Designated Borrowing Officer on behalf of the Companies and shall constitute, unless otherwise disclosed in writing to the Agent and the Lenders, a representation and warranty by the Companies that (a) the representations and warranties contained in this Agreement are true and correct in all material respects on and as of such date as though made on and as of such date, (b) after giving effect to all Swing Line Loans the requested advance, no Default or Event of Default has occurred and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any (c) such requested Revolving Credit Loan, when added to the sum aggregate Revolving Credit Loans, Letters of (I) Credit and unpaid reimbursement obligations related to drawings under such Letters of Credit which are then outstanding and Revolving Credit Loans and Letters of Credit for which requests have been delivered to the principal Agent by the Companies, is within the Revolving Line of Credit and, except in the case of Permitted Overadvances, the Aggregate Net Availability. All requests for loans and advances, other than LIBOR Loans, must be received by an officer of the Agent no later than 1:00 p.m., New York time, of the day on which such loans and advances are required. No Lender shall be required to advance any amount in excess of such Lender’s Revolving Credit Loan constituting a part 's Ratable Portion of the Revolving Credit Loans to be made, amount requested (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in including any request for a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesPermitted Overadvance).

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “"Revolving Credit Loan” " and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “"Revolving Credit Loans”") to the Borrower one or more Borrowers from time to time during the Commitment Period, during which period the Borrower Borrowers may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit LoanLoan and after giving effect thereto, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of 's Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. During the Commitment Period, each Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans under the Commitments, all in accordance with the terms and conditions hereof. At the option of the a Borrower, indicated in a its Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through but not including the Revolving Credit Termination Date as requested by the Borrower in accordance with Section 2.2; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed an amount equal to the lesser of (i) the Aggregate Revolving Credit Commitment less the Letter of Credit Obligations and the Borrowing Base and (b) the sum of the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower plus such Lender's Commitment Percentage of the Letter of Credit Obligations then outstanding shall not at any time exceed an amount equal to such Lender's Revolving Credit Commitment. Immediately after giving effect to the initial Loans to be made and Letters of Credit to be issued on the Closing Date, the Committed Amount shall exceed the aggregate outstanding principal amount of all Revolving Credit Loans and Letter of Credit Obligations by at least $2,500,000, and after giving effect to any voluntary prepayment by the Borrower of any Debt for borrowed money, including Subordinated Debt but excluding the Loans, and as a condition precedent to the Borrower's right to make any investment permitted by Section 10.4(e), the Committed Amount shall exceed the aggregate outstanding principal amount of all Revolving Credit Loans and Letter of Credit Obligations by at least $5,000,000. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender's Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on each occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of hereunder until the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesTermination Date.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Revolving Credit Lender severally agrees to make Revolving Credit Loans in a Permitted Currency to one or more of the Borrowers from time to time from the Closing Date through, but not including, the Maturity Date as requested by the Company in accordance with the terms of Section 2.4 (athe “Revolving Credit Facility”); provided that (aw) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested and the use thereof) shall not exceed an amount equal to the Aggregate Revolving Commitment less the sum of all outstanding Japanese Yen Loans, Swingline Loans and L/C Obligations, (bx) the principal amount of outstanding Revolving Credit Loans from any Revolving Credit Lender to the Borrowers shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment less such Revolving Credit Lender’s L/C Obligations and Revolving Commitment Percentage of all outstanding Japanese Yen Loans and Swingline Loans and, (cy) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested and the use thereof) made to the Designated Borrowers shall not exceed the applicable Designated Borrower Sublimit less the sum of all outstanding Japanese Yen Loans, Swingline Loans and L/C Obligations made to or for the account of the applicable Designated Borrower and (z) no Revolving Credit Loan shall be made at any time a Swingline Loan is outstanding unless all outstanding Swingline Loans are repaid concurrently with the making of such Revolving Credit Loan. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Revolving Credit Loans to be made in an Alternative Currency shall be funded in an amount equal to the Alternative Currency Amount of such Revolving Credit Loan. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower Borrowers may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) hereunder until the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Each Revolving Credit Lender severally ---------------------- agrees, on the terms and conditions of this Agreement, to make loans to the Borrowers in Dollars during the period from and including the Revolving Credit Availability Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time, provided that in no event shall the -------- aggregate principal amount of all Revolving Credit Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceed the aggregate amount of the Revolving Credit Commitments as in effect from time to time that are available at such time under the third paragraph of this Section 2.01(a). Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower Borrowers may borrow, prepay repay and reborrow the amount of the Revolving Credit Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans of another Type (as provided in accordance with Section 2.09 hereof) or Continue Revolving Credit Loans of one Type as Revolving Credit Loans of the provisions same Type (as provided in Section 2.09 hereof). Proceeds of Revolving Credit Loans shall be available for any use permitted under Section 8.17(a) hereof, provided that, in the event that as -------- contemplated by clause (x) of the second paragraph of Section 2.10(d) hereof, the Borrowers shall prepay Revolving Credit Loans from the proceeds of a Disposition hereunder, then an amount of Revolving Credit Commitments equal to the amount of such prepayment (herein the "Reserved Commitment Amount") shall be -------------------------- reserved and shall not be available for borrowings hereunder except and to the extent that the proceeds of such borrowings are to be applied to make Subsequent Acquisitions permitted under Section 8.05 hereof or to make prepayments of Loans under clause (y) of the second paragraph of Section 2.10(d) hereof. Immediately after making each The Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loan Loans hereunder that is to constitute a utilization of any Reserved Commitment Amount, to advise the Administrative Agent in writing of such fact at the time of such borrowing, identifying the amount of such borrowing that is to constitute such utilization, the Subsequent Acquisition, if any, in respect of which the proceeds of such borrowing are to be applied and the reduced Reserved Commitment Amount to be in effect after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on such borrowing. Anything herein to the same datecontrary notwithstanding, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part only $200,000,000 of the Revolving Credit Loans to be madeCommitments will become available on the Revolving Credit Availability Date; the remaining $400,000,000 of the Revolving Credit Commitments will become available Credit Agreement ---------------- on the Iowa Acquisition Consummation Date and then only so long as (i) the same shall occur on or before November 30, 2001, (IIii) the full original aggregate principal balance committed amounts of all other Revolving Credit the Tranche A and Tranche B Term Loan Commitments shall have been drawn on or before such date and applied to the consummation of one or more of the Broadband Acquisitions (i.e. not including proceeds of Tranche B Term Loans held in escrow pursuant to Section 2.01(g) hereof) and (iii) no prepayments of any Term Loans pursuant to Section 2.09 hereof shall have occurred subsequent to the date of such drawing of Term Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds ofit being understood that, and simultaneously with the incidence ofas provided in Section 2.04(c) hereof, the Revolving Credit Loans Commitments shall be automatically reduced to be made) then outstanding from $200,000,000 on November 30, 2001 if such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will remaining $400,000,000 does not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances become available hereunder on or Eurodollar Advancesbefore said date).

Revolving Credit Loans. (a) Subject to the terms and conditions hereofEach Revolving Credit Lender agrees, each Lender severally (and not jointly) agrees , for so long as no Default or Event of Default exists, to make loans under this Agreement (each a “such loans relative to such Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “its "Revolving Credit Loans”") to the Borrower Borrowers from time to time during the Commitment Periodperiod from the date hereof to but not including the last day of the Term, during as requested by Borrower Representative in the manner set forth in subsection 3.1.1 hereof up to a maximum principal amount at any time outstanding equal to the lesser of (i) such Revolving Credit Lender's Revolving Credit Commitment, minus the product of such Revolving Credit Lender's Percentage times the sum of the LC and Acceptance Amount, the then outstanding Swing Line Loans and any reserves then in place and (ii) the product of such Revolving Credit Lender's Percentage times an amount equal to the Borrowing Base at such time minus the LC and Acceptance Amount minus the then outstanding Swing Line Loans minus any reserves then in place. The initial Revolving Credit Commitments are set forth on Exhibit 1.1 hereto. Administrative Agent shall have the right to establish reserves in such amounts and with respect to such matters, as Administrative Agent shall deem necessary or appropriate in its reasonable credit judgment, against the amount of Revolving Credit Loans which period Borrowers may otherwise request under this subsection 1.1.1 upon prior written notice to Borrower Representative, including without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the Borrower may borrowordinary course of Borrowers' business; (ii) Dilution Reserves; (iii) shrinkage, prepay spoilage and reborrow obsolescence of Borrowers' Inventory; (iv) slow moving Inventory; (v) other sums chargeable against Borrowers' Revolving Credit Loan Account as Revolving Credit Loans under any section of this Agreement; (vi) amounts owing by Borrowers to any Person to the extent secured by a Lien on, or trust over, any Property of Borrowers; (vii) amounts owing by Borrowers in connection with Product Obligations; (viii) mandatory prepayments or amortization payments of the Term Loan B which cannot be made due to the failure to meet any of the applicable Blocking Provisions, which reserves shall be established in accordance with the provisions hereofof this Agreement; and (ix) such other specific events, conditions or contingencies as to which Administrative Agent, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the The Revolving Credit Loans to shall be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid repayable in accordance with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option terms of the Borrower, indicated in a Borrowing Request, Agreement and shall be secured by all of the Collateral. Revolving Credit Loans may be made borrowed as ABR Advances Base Rate Loans or Eurodollar AdvancesLIBOR Loans. Amounts borrowed under this subsection 1.1.1 may be repaid in whole or in part and, up to but excluding the last day of the Term, reborrowed, all in accordance with the terms and conditions hereof.

Revolving Credit Loans. (a) Subject to Upon the terms and subject to the conditions hereofof, and in reliance upon the representations and warranties made under, this Agreement, each Lender of the Lenders, severally (and but not jointly) , agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time during from the Commitment PeriodEffective Date through the Termination Date, during which period as requested by the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each terms of Section 2.2; provided, however, that (a) the aggregate principal amount of all Outstanding Revolving Credit Loan and Loans (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will amounts requested) shall not exceed the Aggregate Commitment Amount. With respect to each Lenderlesser of: (i) the Revolving Facility Amount and (ii) the Borrowing Base, at the time of the making of any Revolving Credit Loan, the sum of and (Ib) the principal amount of Outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed in the aggregate an amount equal to such Lender’s 's Revolving Facility Percentage of the Revolving Facility Amount. Each Revolving Credit Loan constituting by a part Lender shall be in a principal amount equal to such Lender's Revolving Facility Percentage of the aggregate principal amount of Revolving Credit Loans requested or deemed requested on each occasion. It is expressly understood and agreed that the Lenders may and at present intend to use the lesser of the amounts referred to in the foregoing subclauses (i) and (ii) as a maximum ceiling on Revolving Credit Loans; provided, however, that it is agreed that should Revolving Credit Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. The principal amount of any Revolving Credit Loan which is repaid pursuant to Section 2.3(a), (c), (d) or (e) may be reborrowed by the Borrower in accordance with the terms of this Section 2.1. The Agent is hereby authorized to, and shall, record each repayment of principal of the Revolving Credit Loans to be madein its books and records, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, such books and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option records constituting prima facie evidence of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesaccuracy of the information contained therein.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth herein, (i) each 2021 Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement (each a “2021 Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans denominated in U.S. dollars to the Borrower from time to time during the Revolving Credit Availability Period and prior to the 2021 Revolving Credit Termination Date in an aggregate principal amount that will not result in (ix) such Lender’s 2021 Revolving Credit Exposure exceeding such Lender’s 2021 Revolving Credit Commitment Periodor (iiy) the sum of the total 2021 Revolving Credit Exposures exceeding the total RevolvingAggregate 2021 Revolving Credit Commitments and (ii) each 2022 Revolving Credit Lender agrees to make 2022 Revolving Credit Loans denominated in U.S. dollars to the Borrower from time to time during the Revolving Credit Availability Period and prior to the 2022 Revolving Credit Termination Date in an aggregate principal amount that will not result in (x) such Lender’s 2022 Revolving Credit Exposure exceeding such Lender’s 2022 Revolving Credit Commitment or (y) the sum of the total 2022 Revolving Credit Exposures exceeding the Aggregate 2022 Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid Loans. Notwithstanding any other provision of this Agreement, more than one Borrowing may be made on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amountday. With respect to each Lender, at the time of the making of any 2021 Revolving Credit LoanLenders, on the sum of (I) the principal amount of such Lender’s 2021 Revolving Credit Loan constituting a part of the Termination Date, all outstanding 2021 Revolving Credit Loans shall be repaid in full. With respect to be made2022 Revolving Credit Lenders, (II) on the aggregate principal balance of 2022 Revolving Credit Termination Date, all other outstanding 2022 Revolving Credit Loans (exclusive shall be repaid in full. For the avoidance of doubt, from the 2020 Amendment Effective Date and until the 2021 Revolving Credit Termination Date, all borrowings of Revolving Credit Loans which are repaid with under this Section 2.01(a) shall be made on a pro rata basis between the proceeds of, 2021 Revolving Credit Facility and simultaneously with the incidence of, 2022 Revolving Credit Facility in proportion to the respective Revolving Credit Commitments under each such Revolving Credit Facility. Any existing Revolving Credit Loans outstanding immediately prior to the 2020 Amendment Effective Date shall be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the continued as Revolving Credit Loans to be made) then outstanding and (2) hereunder, it being understood that on the Letter of Credit Exposure of all Lenders2020 Amendment Effective Date, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, existing Revolving Credit Loans may be made were reallocated as ABR Advances 2021 Revolving Credit Loans or Eurodollar Advances2022 Revolving Credit Loans based upon the applicable Revolving Credit Lender’s 2021 Revolving Credit Commitments or 2022 Revolving Credit Commitments, respectively.

Revolving Credit Loans. (a) Payment of Principal and Interest; Revolving Nature. Subject to the terms following sentence and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other LenderSection 2.5(f), the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the unpaid principal amount of such Lender’s Revolving Credit Loan constituting a part each of the Revolving Credit Loans shall bear interest at the applicable Interest Rate. If at any time such rate of interest would exceed the Maximum Rate but for the provisions thereof limiting interest to be madethe Maximum Rate, (II) then any subsequent reduction shall not reduce the aggregate principal balance rate of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, interest on the Revolving Credit Loans to be made) then outstanding from such Lender and below the Maximum Rate until (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1i) the aggregate principal balance amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, interest accrued on the Revolving Credit Loans to be made) then outstanding and (2) equals the Letter aggregate amount of Credit Exposure of all Lenders, will not exceed interest that would have accrued on the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans if the interest rate had not been limited by the Maximum Rate or (ii) all principal of and interest accrued to the date of final payment on the Revolving Credit Loans shall have been fully paid and satisfied. All accrued but unpaid interest on the principal balance of the Revolving Credit Loans shall be due and payable on each Payment Date and on the Maturity Date for the Revolving Credit Facility, provided that interest accruing at the Default Interest Rate pursuant to Section 2.5(f) shall be payable on demand. Subject to Section 2.1(d), the then Outstanding Amount of the Revolving Credit Loans and all accrued but unpaid interest thereon shall be due and payable on the Maturity Date for the Revolving Credit Facility. The unpaid principal balance of the Revolving Credit Loans at any time shall be the total amount advanced hereunder by Revolving Credit Lenders less the amount of principal payments made thereon by or for Borrower, which balance may be made as ABR Advances endorsed on the Revolving Credit Notes from time to time by Revolving Credit Lenders or Eurodollar Advancesotherwise noted in Revolving Credit Lenders’ and/or Administrative Agent’s records, which notations shall be, absent manifest error, conclusive evidence of the amounts owing hereunder from time to time.

Revolving Credit Loans. (a) Subject The Obligation of the Borrowers to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “repay Revolving Credit Loan” and, collectively with each other Loans shall be evidenced by promissory notes (the "Revolving Credit Loan Notes") of such Lender and/or with the Borrowers in the form of Exhibit C payable to each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow Banks in accordance with the provisions hereof. Immediately after making each amount of their respective Revolving Credit Loan Commitments. So long as no Default or Event of Default shall have occurred and after giving effect to all Swing Line Loans be continuing, and Competitive Bid Loans repaid and all Reimbursement Obligations paid on until the same dateRevolving Credit Maturity Date including any extension thereof, the Aggregate Credit Exposure will not exceed Borrowers may borrow, repay and reborrow under the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit LoanNotes on any Banking Day, provided that no borrowing may cause the sum of (I) the outstanding principal amount of such Lender’s Revolving Credit Loan constituting a part balance of the Revolving Credit Loans and the documentary trade and standby letters of credit issued pursuant to be made, (IISection 2.2.2(b) hereof to exceed the aggregate principal balance Revolving Credit Commitments or may result in a Default or an Event of all other Default. As the Borrowers desire to obtain Revolving Credit Loans (exclusive hereunder, the Company, as agent for the Borrowers and which is hereby designated as agent for the Borrowers for such purpose, shall give the Agent notice of the Borrowers' intention to borrow pursuant to the Revolving Credit Loans which are repaid with Commitments by not later than 10:00 A.M. (Kansas City, Missouri time) on the proceeds ofproposed date of borrowing. As soon as practicable after receipt of a borrowing notice but in no event later than 11:00 A.M. (Kansas City, and simultaneously with Missouri time), the incidence ofAgent shall give the Banks telephonic notice of the same. By 12:00 Noon (Kansas City, Missouri time) on each such borrowing date, each Bank severally agrees to make its Pro Rata Share of the Advance of the Revolving Credit Loans then being made to be made) then outstanding the Borrowers by making it available to the Agent, either by wire transfer to Agent's main office in Kansas City, Missouri, or by deposit to any correspondent account, if any, which Agent may maintain with such Bank. The Agent will make the funds so received from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) Banks immediately available to the sum of (1) Borrowers in the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, manner provided below. Each Advance under the Revolving Credit Loans will be conditioned upon delivery (which delivery may be made by telex, telecopier or facsimile transmission) to the Agent by the Borrowers of an Application for Advance provided that the Agent may, in its sole discretion, make a disbursement upon the verbal request of the Borrowers made telephonically by an Authorized Officer. The Agent may rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be madean Authorized Officer. Each such verbal request shall be promptly confirmed by a duly executed Application for Advance. Subject to the provisions of Section 2.2.9, all borrowings and reborrowings shall be in amounts of not less than One Hundred Thousand Dollars ($100,000). Repayments may be in any amount except (i) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option mandatory prepayment of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may as required by Section 2.2.4 and (ii) repayment of the entire principal balance of the Revolving Credit Loans. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit Loans, the Agent shall disburse the amount of the requested Advance to the Borrowers by depositing the same in the Company's account at UMB, and the Borrowers hereby authorize the disbursement of Advances of the Revolving Credit Loans in such manner. All Advances by the Banks and payments by the Borrowers shall be made recorded by the Banks on their books and records, and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of the Banks. Such books and records shall be rebuttably presumed to be correct as ABR Advances or Eurodollar Advancesto such matters.

Revolving Credit Loans. a. Through and including the Revolving Credit Termination Date, (ai) each Bank with an Applicable Tranche Commitment under an Applicable Tranche severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans under such Applicable Tranche (“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate for each such Applicable Tranche at any one time outstanding, the amount of its Applicable Tranche Commitment under such Applicable Tranche and (ii) each Applicable Tranche Swingline Bank severally may, in its sole discretion and on the terms and conditions set forth in this Agreement, make swingline loans under any Applicable Tranche (“Swingline Loans”) to the Company from time to time and in such amounts as such Applicable Tranche Swingline Bank shall determine at the time of each request by the Company for a Swingline Loan; provided, however, that no Revolving Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate outstanding principal of all Loans would exceed the Aggregate Commitments, (B) the aggregate outstanding principal of all Applicable Tranche Revolving Loans with respect to any Applicable Tranche would exceed the Aggregate Applicable Tranche Commitment for such Applicable Tranche, (C) the aggregate outstanding principal amount of all Revolving Loans in an Alternative Currency would exceed the Applicable Alternative Currency Sublimit, or (D) the aggregate outstanding principal of the Loans would exceed the Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Loans and Swingline Loans at any time up to the Revolving Credit Termination Date. For the avoidance of doubt, (x) a Loan can be a Revolving Loan or a Swingline Loan, subject to the terms and conditions hereofset forth in the Loan Documents and (y) the provision of Swingline Loans by any Applicable Tranche Swingline Bank under an Applicable Tranche shall be in addition to, each Lender severally and shall not relieve such Bank from its obligation to make Revolving Loans under such Applicable Tranche ratably in proportion to the amount of its Applicable Tranche Commitment. The obligations of any Bank to make Revolving Loans hereunder shall cease at 5:01 p.m. (New York City time) on the Revolving Credit Termination Date. For the avoidance of doubt, (i) no Bank shall have any obligation to become an Applicable Tranche Swingline Bank and make Swingline Loans, (ii) any determination by an Applicable Tranche Swingline Bank to make a specific Swingline Loan shall not obligate the same Applicable Tranche Swingline Bank to make any other Swingline Loan and (iii) the Company’s ability to request such Swingline Loans shall cease at 5:01 p.m. (New York City time) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary contained herein, any Bank (“Affiliate Funding Bank”) may at its option elect to fund any loan through any foreign or domestic branch of such Bank or such Affiliate (“Funding Affiliate”) of such Bank (and not jointlyshall provide notice of any change in funding office to the Administrative Agent by delivering an amended Administrative Questionnaire, which change in funding office shall be effective within 5 Business Days or less of delivery of such amended Administrative Questionnaire). Each party hereto hereby agrees that (i) agrees neither the grant to make loans any Funding Affiliate nor the exercise of any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligation of the Company under this Agreement or any of the other Loan Documents, (ii) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which an Affiliate Funding Bank would be liable, (iii) the Affiliate Funding Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (iv) the Affiliate Funding Bank shall remain solely responsible for the performance under this Agreement, (v) the Company and each Agent shall continue to deal solely and directly with such Affiliate Funding Bank in connection with the Affiliate Funding Bank’s rights and obligations under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan it being acknowledged that the Administrative Agent will forward Bank Notices regarding borrowings of Alternative Currencies directly to Funding Affiliates specifically identified for receipt of such Lender and/or with each Revolving Credit notices in the respective Affiliate Funding Bank’s Administrative Questionnaire) and (vi) the Affiliate Funding Bank shall for all purposes, retain the sole right to enforce this Agreement and to approve any amendment, waiver or other modification of 136129539 any provision of any Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereofDocument. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the The making of a Revolving Loan or a Swingline Loan under any Revolving Credit Loan, Applicable Tranche by a Funding Affiliate hereunder shall utilize the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Applicable Tranche Commitment of such Lender at Affiliate Funding Bank to the same extent, and as if, such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be Loan were made as ABR Advances or Eurodollar Advancesby such Affiliate Funding Bank.

Revolving Credit Loans. (a) 2.1.1. COMMITMENT TO LEND UNDER REVOLVING CREDIT FACILITY. Subject to the terms and conditions hereofset forth in this Credit Agreement, each Lender of the Revolving Lenders severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrower Borrowers and the Borrowers may borrow, repay, and reborrow from time to time during from the Commitment Period, during which period Closing Date up to but not including the Borrower may borrow, prepay and reborrow Maturity Date upon notice by the Borrowers to the Administrative Agent given in accordance with Section 2.1.3, such sums in Dollars and/or, at the provisions Borrowers' option from time to time, subject to Section 2.10 hereof. Immediately after making each Revolving Credit Loan and , in an Optional Currency as are requested by the Borrowers up to a maximum aggregate amount outstanding (after giving effect to all Swing Line amounts requested) at any one time equal to such Revolving Lender's Commitment, as such Commitment has been deemed to be reduced by such Revolving Lender's Commitment Percentage of the Dollar Equivalent of outstanding Swingline Loans and Competitive Bid Loans repaid and such Revolving Lender's LC Exposure, provided that (in each case, after giving effect to all Reimbursement Obligations paid on amounts requested) (a) the same date, Dollar Equivalent of the Aggregate Credit Exposure will Total Revolving Facility Usage shall not exceed the lesser of (i) the Total Commitment or (ii) the Aggregate Commitment Amount. With respect to each LenderBorrowing Base as then in effect, at (b) the time sum of the making Dollar Equivalent of (x) the Co-Borrower Revolving Loans outstanding, plus (y) the LC Exposure in respect of Letters of Credit issued for the account of the Co-Borrowers, plus (z) the Swingline Loans outstanding, shall not exceed the lesser of (x) the Total Commitment or (y) the Domestic Borrowing Base as then in effect and (c) the Dollar Equivalent of the Australian Loans, the Irish Loans and the UK Loans and the LC Exposure in respect of Letters of Credit issued for the account of the UK Borrower, the Irish Borrower and/or the Australian Borrower shall not exceed the Foreign Sublimit. Notwithstanding the foregoing, (a) the Borrowers shall not request, and the Revolving Lenders shall not advance, any Revolving Credit LoanLoans (other than (x) Swingline Loans as provided in Section 2.5 and (y) Revolving Credit Loans used to reimburse a draw on a Letter of Credit as provided in Section 4.3) at any time when (i) the Excess Availability Ratio is less than 15% and (ii) there exists any Last Out Excess Availability and (b) at any time when any Last Out Revolving Credit Loans are outstanding, the sum of (I) Borrowers shall not request, and the principal amount of such Revolving Lenders shall not advance, any additional Revolving Loans unless the Last Out Excess Availability equals zero. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Lender’s 's Commitment Percentage. Each request for a Revolving Credit Loan constituting hereunder shall constitute a part representation and warranty by the applicable Borrower or, as the case may be, Borrowers that the conditions set forth above and in Section 11 and Section 12, in the case of the initial Revolving Credit Loans to be mademade on the Closing Date, (II) and Section 12, in the aggregate principal balance case of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with Loans, have been satisfied on the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment date of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesrequest.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofand ---------------------- relying upon the representations, warranties and covenants herein set forth, each Lender Bank severally (and not jointly) agrees to make loans under this Agreement (each a “one or more Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate amount at any one time outstanding not to exceed such Bank's Revolving Credit Commitment. During the Revolving Credit Commitment Period, during which period the Borrower may borrow, prepay and reborrow re- borrow the Revolving Credit Loans, all in accordance with the provisions terms and conditions hereof. Immediately after making each Revolving Credit Loan and ; provided, -------- however, that immediately after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same datethereto, the Aggregate (i) such Bank's Revolving ------- Credit Exposure will shall not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any such Bank's Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be madeCommitment, (IIii) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal unpaid balance of all Swing Line Loans (exclusive to the Borrower plus the ---- aggregate unpaid balance of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the all Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure Borrower plus the ---- aggregate unpaid balance of all Lenders, will Term Loans to the Borrower shall not exceed the Commitment sum of such Lender at such time. At the option MFC Borrowing Base and the BL Borrowing Base, (iii) the aggregate unpaid balance of all Swing Line Loans to the Borrower plus the aggregate unpaid ---- balance of all Revolving Credit Loans to the Borrower plus the aggregate unpaid ---- balance of all Term Loans to the Borrower, indicated in a to the extent same are used directly or indirectly by BL, shall not exceed the BL Borrowing RequestBase, (iv) the aggregate unpaid balance of all Swing Line Loans to the Borrower plus the aggregate unpaid ---- balance of all Revolving Credit Loans may be made as ABR Advances to the Borrower plus the aggregate unpaid ---- balance of all Term Loans to the Borrower, to the extent same are used directly or Eurodollar Advancesindirectly by the Borrower, shall not exceed the MFC Borrowing Base and (v) the aggregate unpaid balance of all Swing Line Loans to the Borrower plus the ---- aggregate unpaid balance of all Revolving Credit Loans to the Borrower shall not exceed the Aggregate Revolving Credit Commitment.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofconditions, and relying upon the representations and warranties, set forth herein, each Lender severally (and not jointly) agrees to make loans under this Agreement (each individually a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lendercollectively, the “Revolving Credit Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period, during which period the Borrower may borrowin an aggregate principal amount that will not, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any such Revolving Credit Loan, the sum of result in (Ii) the principal amount of such Lender’s Revolving Credit Loan constituting a part of Exposure exceeding such Lender’s Revolving Credit Commitment, (ii) the Aggregate Outstandings exceeding the Total Revolving Credit Commitments or (iii) the Aggregate Credit Exposure exceeding the Borrowing Base. During the Revolving Credit Loans Commitment Period, the Company may from time to be madetime borrow, (II) repay and reborrow hereunder on or after the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, date hereof and simultaneously with the incidence of, prior to the Revolving Credit Loans Commitment Termination Date, subject to be made) then outstanding from such Lender the terms, provisions and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such timelimitations set forth herein. At the option of the Borrower, indicated in a Borrowing Request, The Revolving Credit Loans may be (x) Adjusted Libor Loans, (y) Alternate Base Rate Loans or (z) a combination thereof. Prior to the Closing Date, certain revolving loans were previously made to the Company under the Prior Credit Agreement which remain outstanding as ABR Advances or Eurodollar Advancesof the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Company and each of the Lenders agree that on the Closing Date but subject to the satisfaction of the conditions precedent set forth in Section 5.01, the Existing Revolving Loans shall be reevidenced as Revolving Credit Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “"Revolving Credit Loan” " and, as the context may require, collectively with each other with. all Revolving Credit Loan Loans of such Lender and/or and with each the Revolving Credit Loan Loans of each all other LenderLenders, the “"Revolving Credit Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period, during which period in an aggregate outstanding principal amount at any one time outstanding not to exceed such Lender's Revolving Credit Commitment. At no time shall the aggregate outstanding principal amount of the Revolving Credit Loans of all Lenders exceed the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Revolving Credit Commitments, all in accordance with the provisions hereofterms and conditions of this Agreement. Immediately after making each The Borrower covenants that it will not request any borrowing under the Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on that would cause the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the aggregate outstanding principal amount of such Lender’s Revolving Credit Loan constituting a part amounts of the Revolving Credit Loans to be madeexceed the aforesaid limitations. Also, (IIin the event that HMS Investments, Inc. shall at any time(s) have total cash and cash equivalents below $5,000,000, the aggregate outstanding principal balance amount of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to during any such period(s) may not exceed 100% of the Borrower's Eligible Accounts as determined by Bank, it being agreed, however, that cash held in General Microwave Israel, Ltd. may be made) then outstanding from such Lender and (III) used in calculating the product required minimum cash level. Any termination of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all LendersLoans, will not exceed the Commitment of such Lender at such time. At the option whether by expiration of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made Commitment Period or as ABR Advances a result of the existence or Eurodollar Advancescontinuance of any Event of Default, shall relieve each Lender of the Lender's obligation hereunder to lend money or to make financial accommodations to or for the Borrower and for any of its accounts, but shall in no way release, terminate, discharge or excuse the Borrower from its absolute duty to pay or perform any or all of its obligations under this Agreement. The application of the preceding sentence is intended to apply as long as any sums remain outstanding, due or owing under any Revolving Credit Loan.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofof this Agreement, each Lender Lenders severally (and not jointly) agrees agree to make loans under this Agreement (each a “Advances of the Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, Facility through the “Revolving Credit Loans”) Administrative Agent to the Borrower from time to time during prior to the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan Termination Date, and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on support the same dateissuance of Facility Letters of Credit under Article IIA of this Agreement, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of provided that the making of any such Advance or the issuance of such Facility Letter of Credit will not: (i) cause the then-current Outstanding Revolving Credit LoanAmount to exceed the then-current Aggregate Revolving Credit Commitment; or (ii) cause the then-current Outstanding Facility Amount to exceed the then-current Aggregate Commitment; or (iii) cause the then-current outstanding Swingline Advances to exceed the Swingline Commitment; or (iv) cause the then outstanding Facility Letters of Credit Obligations to exceed the Facility Letter of Credit Sublimit. Such Advances of the Revolving Credit Facility may be Swingline Advances, the sum ratable Floating Rate Advances or ratable LIBOR Rate Advances. Each Lender shall fund its applicable Revolving Credit Percentage of each such Advance (Iother than a Swingline Advance) the principal amount of and no Lender will be required to fund any amounts which, when aggregated with such Lender’s Revolving Credit Loan constituting a part Percentage of all other Advances of the Revolving Credit Loans to be made, (II) the aggregate principal balance then outstanding and of all other Facility Letter of Credit Obligations, would exceed such Lender’s then-current Revolving Credit Commitment. The Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, shall be made by the Revolving Credit Lenders simultaneously and proportionately to their then respective Revolving Credit Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Revolving Credit Loan hereunder nor shall the Loans of any Lender be increased or decreased as a result of any such failure. Subject to be made) then outstanding from such Lender and (III) the product provisions of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds ofthis Agreement, and simultaneously with the incurrence of, Borrower may request Advances under the Revolving Credit Loans Facility hereunder from time to be made) then outstanding time, repay such Advances and (2) reborrow such Advances at any time prior to the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesTermination Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofof this Agreement, each Lender Lenders severally (and not jointly) agrees agree to make loans under this Agreement (each a “Advances of the Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, Facility through the “Revolving Credit Loans”) Administrative Agent to the Borrower from time to time during prior to the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan Termination Date, and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on support the same dateissuance of Facility Letters of Credit under Article IIA of this Agreement, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of provided that the making of any such Advance or the issuance of such Facility Letter of Credit will not: (i) cause the then-current Outstanding Revolving Credit LoanAmount to exceed the then-current Aggregate Revolving Credit Commitment; or (ii) cause the then-current Outstanding Facility Amount to exceed the then-current Aggregate Commitment; or (iii) cause the then-current outstanding Swingline Advances to exceed the Swingline Commitment; or (iv) cause the then outstanding Facility Letters of Credit Obligations to exceed the Facility Letter of Credit Sublimit. Such Advances of the Revolving Credit Facility may be Swingline Advances, the sum 107599586\V-16 US_Active\115440519\V-15 ratable Floating Rate Advances or ratable LIBOR Rate Advances. Each Lender shall fund its applicable Revolving Credit Percentage of each such Advance (Iother than a Swingline Advance) the principal amount of and no Lender will be required to fund any amounts which, when aggregated with such Lender’s Revolving Credit Loan constituting a part Percentage of all other Advances of the Revolving Credit Loans to be made, (II) the aggregate principal balance then outstanding and of all other Facility Letter of Credit Obligations, would exceed such Lender’s then-current Revolving Credit Commitment. The Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, shall be made by the Revolving Credit Lenders simultaneously and proportionately to their then respective Revolving Credit Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Revolving Credit Loan hereunder nor shall the Loans of any Lender be increased or decreased as a result of any such failure. Subject to be made) then outstanding from such Lender and (III) the product provisions of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds ofthis Agreement, and simultaneously with the incurrence of, Borrower may request Advances under the Revolving Credit Loans Facility hereunder from time to be made) then outstanding time, repay such Advances and (2) reborrow such Advances at any time prior to the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesTermination Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” "REVOLVING CREDIT LOAN" and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”"REVOLVING CREDIT LOANS") to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s 's Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, made and (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence incurrence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. During the Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans under the Commitments, all in accordance with the terms and conditions hereof. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally (and not jointly) agrees to make revolving credit loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower Borrower, from time to time during the Revolving Credit Commitment Period, during in an aggregate principal amount at any one time outstanding which, when added to the aggregate principal amount of outstanding Swing Line Loans in which period such Lender has purchased a participation (or, in the case of the Swing Line Lender, the Swing Line Loans made by such Swing Line Lender less the participations purchased in such Swing Line Loans by any other Lender) and such Lender's Commitment Percentage of the then outstanding L/C Obligations, does not exceed the amount of such Lender's Revolving Credit Commitment. During the Revolving Credit Commitment Period, the Borrower may borrowuse the Revolving Credit Commitments by borrowing, prepay prepaying the Revolving Credit Loans, in whole or in part, and reborrow reborrowing, all in accordance with the provisions terms and conditions hereof. Immediately after making each Revolving Credit Loan and after giving effect At any time not less than thirty (30) days prior to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same dateTermination Date, the Aggregate Credit Exposure will not exceed Borrower may increase the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of aggregate Commitments by (I) entering into a binding written agreement, substantially in the principal amount form of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans Exhibit G hereto, with any Lender to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed increase the Commitment of such Lender at (an "Increased Commitment Agreement") which Increased Commitment Agreement shall be presented to the Agents for acknowledgment and acceptance (which shall not be withheld unless the effect thereof would be to exceed the maximum permitted amount herein for all Commitments, Facility B Commitments and Facility C Commitments (if Facility C exists) in the aggregate) and/or (II) subject to the First Offer Requirement (as defined below) enter into a binding written agreement substantially in the form of Exhibit H hereto (a "Lender Addition Agreement") with any bank, financial institution, or Investment Fund to become a Lender under this Agreement by making a Commitment and causing such time. At Person to take all other actions required to become a new Lender hereunder (a "New Lender"); provided that the option sum of (i) the aggregate Commitments of all Lenders (including New Lenders), (ii) the aggregate Facility B Commitments of all Facility B Lenders and (iii) the aggregate Facility C Commitments (if Facility C exists) of all Facility C Lenders (if Facility C exists) may not exceed, as of the date all or any portion of the Indebtedness comprising the Incremental Facility (as defined below) is incurred, an aggregate amount that would cause the Consolidated Senior Debt Ratio for the Borrower's most recently ended four full fiscal quarters for which internal financial statements are available to be greater than 2.0 to 1.0 (determined on a pro forma basis, indicated assuming for purposes of this subsection 2.1(a) only, all of the proposed additional commitments had been incurred at the beginning of such four-quarter period and all Commitments of all Lenders, all Facility B Commitments of all Facility B Lenders and all Facility C Commitments (if Facility C exists) of all Facility C Lenders (if Facility C exists) that are outstanding immediately prior to giving effect to the incurrence of such proposed additional commitments have been drawn in full, but taking into account any payment or prepayment of any Term Loans or term loans under Facility C (if Facility C exists)) (such new or increased commitments, the "Incremental Facility"); and provided, further that, no consent of any Lender shall be required for such Incremental Facility except for the consents described under clauses (I) and (II) above. In order to become a Borrowing RequestNew Lender, Revolving a party must execute a Lender Addition Agreement and deliver the same to the Administrative Agent, the Syndication Agent and the Borrower for counter-execution. On the Eurodollar Loans Maturity Date (or, subject to compliance with subsection 2.16, on any Business Day) occurring on or immediately following the date that (i) the Agents have acknowledged their acceptance of any Increased Commitment Agreement delivered pursuant to clause (I) above or (ii) any Lender Addition Agreement has been executed by all necessary parties and delivered to the Agents, the increase in any such Lender's Commitment contemplated thereby shall become effective and/or the New Lender shall become a party to this Agreement, as applicable. Promptly thereafter, the Administrative Agent shall amend Schedule I hereto to accurately reflect the Commitments of the Lenders then in existence, whereupon such amended Schedule I shall be substituted for the pre-existing Schedule I, be deemed a part of this Agreement without any further action or consent of any party and be promptly distributed to each Lender and the Borrower by the Administrative Agent. The Incremental Facility shall have such economic terms (i.e., pricing, amount, tenor, amortization) as shall be agreed at the time with the lenders participating therein, and shall, otherwise, be on the same terms as this Agreement; provided that without the written consent of Required Class Lenders for each Class, (i) the applicable interest rate margin under the Incremental Facility shall not exceed the Applicable Margin under this Agreement or the "Applicable Margin" under and as defined in the Facility B Credit Loans Agreement by more than fifty basis points and (ii) the maturity date of the Incremental Facility shall be equal to or occurring after the scheduled Termination Date under this Agreement or the "Termination Date" under and as defined in the Facility B Credit Agreement; provided, further, that if the Borrower chooses to implement the Incremental Facility pursuant to clause (I) or (II) above, the Incremental Facility shall have the same economic terms (i.e. pricing, tenor, amortization) as this Agreement. In the alternative, without the consent of any Lender, Borrower may cause the Incremental Facility to be made implemented and separately documented as ABR Advances Facility C, which shall have BOA as the administrative agent and provide for a ratable sharing of all Collateral and Guarantee Obligations under the Guarantees among and between the Lenders, the Facility B Lenders and the Facility C Lenders. In any case, the Administrative Agent shall have the right to execute, on behalf of the Lenders, any amendments and/or other documents necessary to implement the Incremental Facility; provided that such amendments and/or other documents do not affect any of the rights or Eurodollar Advancesobligations of any Lender for which the written consent of such Lender is necessary under subsection 10.1 unless the written consent of such Lender is received by the Administrative Agent. When the Incremental Facility is not implemented and separately documented as Facility C, the Borrower shall send the Administrative Agent (for distribution to each Lender) a written offer to participate in the Incremental Facility pursuant to clause (I) above, and each such Lender shall have the right, but no obligation, to commit to a ratable portion of the Incremental Facility, provided that no later than fourteen (14) days after receipt of such written request, each such Lender shall advise the Administrative Agent and the Borrower whether it intends to participate in the Incremental Facility and the amount of its proposed commitment (the "First Offer Requirement"). Only after satisfying the First Offer Requirement and allocating requested commitments to Lenders requesting participation in such Incremental Facility shall Borrower be permitted to offer participation in any remaining commitments for the Incremental Facility to any proposed New Lender pursuant to clause (II) above."

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Agent given in accordance with §2.7, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal amount outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on amounts requested) at any one time equal to the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum lesser of (Ii) the principal amount of such Lender’s Revolving Credit Loan constituting a part Commitment and (ii) such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product sum of (A) such Lender’s Commitment Percentage and the Unencumbered Asset Availability minus (B) the sum of (1) the aggregate principal balance amount of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the outstanding Revolving Credit Loans to be made) then outstanding and Term Loans, and (2) the aggregate amount of Letter of Credit Exposure Liabilities; provided, that, in all events no Default or Event of all LendersDefault shall have occurred and be continuing; and provided, will not exceed further, that the Commitment of such Lender at such time. At the option outstanding principal amount of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may (after giving effect to all amounts requested) and Letter of Credit Liabilities shall not at any time exceed the Total Revolving Credit Commitment. The Revolving Credit Loans shall be made as ABR Advances or Eurodollar Advancespro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of such Revolving Credit Lender’s Revolving Credit Note.

Revolving Credit Loans. (a) Subject to Each Lender severally agrees, on the terms and conditions hereofset forth herein, each Lender severally (and not jointly) agrees to make loans under this Agreement Revolving Credit Loans to Borrower (each such loan, a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) during the period of time from and after the Closing Date up to the Borrower from time to time during the Commitment PeriodTermination Date, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and so long as (i) after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any request for a Revolving Credit Loan, all Revolving Credit Loans by each Lender do not exceed such Lender’s Pro Rata Share of the sum aggregate amount of Revolving Credit Loans then requested from all Lenders, and (Iii) the principal aggregate amount of such Lender’s Revolving Credit Loan constituting a part Loans, LC Obligation and Swing Line Loans outstanding at any time does not exceed such Lender’s Pro Rata Share of the lesser of (i) the Borrowing Base determined as of the date on which the requested Revolving Credit Loan is to be made and (ii) the Maximum Loan Amount. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Revolving Credit Loans to be made, (II) the aggregate theretofore made by such Lender minus all payments of principal balance of all other theretofore received by such Lender. Interest on Revolving Credit Loans shall accrue and be due and payable as provided herein. Borrower may borrow, repay and reborrow any amounts loaned hereunder. At the request of any Lender (exclusive of Revolving Credit Loans which are repaid with the proceeds ofincluding Swing Line Lender) at any time, Borrower agrees that it will prepare, execute and simultaneously with the incidence of, the Revolving Credit Loans deliver to be made) then outstanding from such Lender and a promissory note (III) the product of (A) herein called such Lender’s Commitment Percentage and (B“Note”) made by Borrower payable to such Lender substantially in the sum form of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence ofExhibit A. Thereafter, the Revolving Credit Loans to evidenced by such Note and interest thereon shall at all times (including after assignment permitted hereunder) be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of represented by such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesNote.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Amendment and Restatement Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; provided, that (a) the sum of the aggregate amount of all outstanding Revolving Credit Loans (after giving effect to the amount requested and the use of the proceeds thereof to repay Extensions of Credit hereunder), Swingline Loans and L/C Obligations from any Lender to the Borrower shall at no time exceed such Lender's Revolving Credit Commitment and (b) no borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto and the use of the proceeds thereof to repay Extensions of Credit hereunder, the aggregate principal amount of Revolving Credit Loans then outstanding plus (i) all outstanding Swingline Loans plus (ii) the aggregate principal amount of all outstanding L/C Obligations would exceed the then applicable Borrowing Limit. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of hereunder until the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Each Revolving Credit Lender severally ---------------------- agrees, on the terms and conditions of this Agreement, to make loans to the Borrowers in Dollars during the period from and including the Closing Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time, provided that in no event shall the aggregate principal amount of -------- all Revolving Credit Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceed the aggregate amount of the Revolving Credit Commitments as in effect from time to time. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower Borrowers may borrow, prepay repay and reborrow the amount of the Revolving Credit Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans of another Type (as provided in accordance with Section 2.09 hereof) or Continue Revolving Credit Loans of one Type as Revolving Credit Loans of the provisions same Type (as provided in Section 2.09 hereof). Proceeds of Revolving Credit Loans shall be available for any use permitted under Section 8.17(a) hereof, provided that, in the event that as -------- contemplated by Section 2.10(d) hereof, the Borrowers shall prepay Revolving Credit Loans from the proceeds of a Disposition hereunder, then an amount of Revolving Credit Commitments equal to the amount of such prepayment (herein the "Reserved Commitment Amount") shall be reserved and shall not be available for -------------------------- borrowings hereunder except and to the extent that the proceeds of such borrowings are to be applied to make Acquisitions permitted under Section 8.05 hereof or to make prepayments of Loans under Section 2.10(d) hereof. Immediately after making each The Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loan Loans hereunder that is to constitute a utilization of any Reserved Commitment Amount, to advise the Administrative Agent in writing of such fact at the time of such borrowing, identifying the amount of such borrowing that is to constitute such utilization, the Acquisition in respect of which the proceeds of such borrowing are to be applied and the reduced Reserved Commitment Amount to be in effect after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesborrowing.

Revolving Credit Loans. Each Revolving Credit Lender severally agrees, on the terms and conditions of this Agreement, to make revolving credit loans (athe "Revolving Credit Loans") to Borrower and PR Borrower in Dollars during the period from and including the Closing Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time; provided, however, that (i) not more than $65.0 million of Revolving Credit Loans may be drawn on the Closing Date, (ii) in no event shall the sum of the aggregate principal amount of (without duplication) all Revolving Credit Loans then outstanding, plus the aggregate principal amount of Swing Loans then outstanding, plus the aggregate amount of all Letter of Credit Liabilities at any time exceed the aggregate amount of the Revolving Credit Commitments as in effect at such time, and (iii) PR Borrower may not borrow more than $60.0 million of Revolving Credit Loans at any one time outstanding (such $60.0 million to be reduced in the same proportion and at the same time as the Revolving Credit Commitments are reduced pursuant to Section 2.04(a)(ii) and Section 2.04(b)). Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period Borrower or PR Borrower, as the Borrower case may be, may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Commitments by means of ABR Loans to be made, (II) the aggregate principal balance of all other and LIBOR Loans and may Convert Revolving Credit Loans (exclusive of one Type into Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the of another Type (as provided in Section 2.09) or Continue Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the one Type as Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated same Type (as provided in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.Section 2.09).(b) (1)

Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through, but not including, the Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; provided that (a) the Revolving Credit Outstandings shall not exceed the aggregate Revolving Credit Commitments, (b) the Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed the lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment and (ii) during the Availability Period, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Availability, and (c) during the Availability Period, the aggregate Revolving Credit Outstandings shall not exceed the then current Availability. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to the lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Availability then in effect. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) hereunder until the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; PROVIDED, that (a) the sum of the aggregate amount of all outstanding Revolving Credit Loans (after giving effect to the amount requested and the use of the proceeds thereof to repay Extensions of Credit hereunder), Swingline Loans and L/C Obligations from any Lender to the Borrower shall at no time exceed such Lender's Revolving Credit Commitment and (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrower shall not at any time exceed such Lender's Revolving Credit Commitment LESS such Lender's Revolving Credit Commitment Percentage of outstanding Swingline Loans LESS such Lender's Revolving Credit Commitment Percentage of all outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of hereunder until the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; PROVIDED, that (a) the sum of the aggregate amount of all outstanding Revolving Credit Loans (after giving effect to the amount requested and the use of the proceeds thereof to repay Extensions of Credit hereunder), Swingline Loans and L/C Obligations from any Lender to the Borrower shall at no time exceed such Lender's Revolving Credit Commitment and (b) no borrowing of Revolving Credit Loans shall be made if, immediately after giving effect thereto and the use of the proceeds thereof to repay Extensions of Credit hereunder, the aggregate principal amount of Revolving Credit Loans then outstanding PLUS (i) all outstanding Swingline Loans PLUS (ii) the aggregate principal amount of all outstanding L/C Obligations would exceed the then applicable Borrowing Limit. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of hereunder until the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, including, without limitation, the Company’s termination and repayment of all amounts referred to in Section 4.1(e) and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrowers in Agreed Currencies from time to time from the Closing Date through, but not including, the Revolving Credit Termination Date as requested by the Company in accordance with the terms of Section 2.3; provided, that (a) the aggregate principal Dollar Amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Aggregate Commitment less the sum of all outstanding Competitive Bid Loans, (b) the principal Dollar Amount of outstanding Revolving Credit Loans from any Lender to the Borrowers shall not at any time exceed such Lender’s Commitment, (c) the aggregate outstanding principal Dollar Amount of all Revolving Credit Loans in Agreed Currencies other than Dollars shall not exceed the Maximum Foreign Currency Amount and (d) the aggregate outstanding principal Dollar Amount of all Revolving Credit Loans made to Borrowing Subsidiaries formed under the laws of jurisdictions not located in the United States shall not exceed the Maximum Foreign Borrowing Subsidiary Amount. Each Revolving Credit Loan by a Lender shall be in a principal Dollar Amount equal to such Lender’s Commitment Percentage of the aggregate principal Dollar Amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower Borrowers may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of hereunder until the Revolving Credit Termination Date. All Base Rate Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may shall be made as ABR Advances or Eurodollar Advancesin Dollars.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Banks having a Revolving Credit Commitment severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) lend to the Borrower from time to time during the Commitment Period, during which period and the Borrower may borrow, prepay repay and reborrow in accordance with from time to time between the provisions hereof. Immediately Closing Date and the Revolving Credit Maturity Date, such amounts as are requested by the Borrower up to a maximum aggregate principal amount outstanding (after making each giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment; provided, HOWEVER, that the maximum aggregate principal amount of all Revolving Credit Loans outstanding (after giving effect to the amounts requested), PLUS the aggregate Stated Amount of Letters of Credit outstanding at such time, PLUS the aggregate amount of all unreimbursed draws under outstanding Letters of Credit, shall not at any time exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks at such time; and PROVIDED, FURTHER, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making thereof, no Default or Event of any Default has occurred and is continuing. The Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of Loans shall be made PRO RATA in accordance with the Revolving Credit Loans to be made, (II) Commitment Percentage of each Bank having a Revolving Credit Commitment. If the aggregate principal balance of all other Revolving Credit Loans (exclusive amount of Revolving Credit Loans which are repaid with outstanding at any time, PLUS the proceeds ofaggregate Stated Amount of Letters of Credit outstanding at such time, and simultaneously with PLUS the incidence of, aggregate amount of any unreimbursed draws under outstanding Letters of Credit shall at any time exceed the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence ofBanks then in effect, the Revolving Credit Loans Borrower shall immediately pay to be made) then outstanding and (2) the Letter Administrative Agent for the respective accounts of Credit Exposure of all Lenders, will not exceed the Commitment Banks the amount of such Lender at excess. Failure to make such time. At the option payment on demand shall be an Event of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesDefault hereunder.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties set forth in this Agreement, each Lender the Notes and the other Loan Documents, the Banks severally (and but not jointly) agrees agree to make loans under this Agreement in either Dollars or one or more Optional Currencies (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “"Revolving Credit Loans”") to the Borrower at any time or from time to time during on or after the Closing Date and to and including the Business Day immediately preceding the Expiry Date in an aggregate Dollar Equivalent principal amount which, when combined with the aggregate principal amount of all outstanding Swing Line Loans and the aggregate Dollar Equivalent amount of Letters of Credit Outstanding, shall not exceed at any one time outstanding the Revolving Credit Facility Commitment; provided, however, that (i) no Bank shall be required to make Revolving Credit Loans (or participate in the issuance of Letters of Credit) in an aggregate Dollar Equivalent principal amount outstanding at any one time exceeding such Bank's Commitment, (ii) no Base Rate Loan shall be made in an Optional Currency, and (iii) after giving effect to any Revolving Credit Loan the aggregate amount of Revolving Credit Loans and Letters of Credit Outstanding denominated in Optional Currencies shall not exceed the Dollar Equivalent amount of One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00) (the "Optional Currency Sublimit"). The Revolving Credit Loans shall be made pro rata in accordance with each Bank's Commitment PeriodPercentage. Within the limits of time and amount set forth in this Section 2.01, during which period and subject to the provisions of this Agreement including, without limitation, the Banks' right to demand repayment of the Revolving Credit Loans upon the occurrence of an Event of Default, the Borrower may borrow, prepay repay and reborrow in accordance under this Section 2.01; provided, however, that if the Borrower prepays any Libor Rate Loan on a day other than the last day of the applicable Interest Period for such Libor Rate Loan, then the Borrower shall comply with the provisions hereof. Immediately after making each Revolving Credit Loan terms and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With conditions of Section 2.12(c) with respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesprepayment.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement, each Revolving Credit Lender severally agrees to make Revolving Credit Loans in a Permitted Currency to one or more of the Borrowers from time to time from the Closing Date through, but not including, the Maturity Date as requested by the Company in accordance with the terms of Section 2.4 (athe “Revolving Credit Facility”); provided that (wv) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested and the use thereof) shall not exceed an amount equal to the Aggregate Revolving Commitment less the sum of all outstanding Japanese Yen Loans, Swingline Loans and L/C Obligations, (xw) the principal amount of outstanding Revolving Credit Loans from any Revolving Credit Lender to the Borrowers shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment less such Revolving Credit Lender’s L/C Obligations and Revolving Commitment Percentage of all outstanding Japanese Yen Loans and Swingline Loans, (x) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested and the use thereof) made to the Designated Borrowers shall not exceed the applicable Designated Borrower Sublimit less the sum of all outstanding Japanese Yen Loans, Swingline Loans and L/C Obligations made to or for the account of the applicable Designated Borrower, (y) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested and the use thereof) made to the Designated BorrowersCompany shall not exceed the applicable Designated BorrowerCompany Sublimit less the sum of all outstanding Japanese Yen Loans, Swingline Loans and L/C Obligations made to or for the account of the applicable Designated BorrowerCompany and (z) no Revolving Credit Loan shall be made at any time a Swingline Loan is outstanding unless all outstanding Swingline Loans are repaid concurrently with the making of such Revolving Credit Loan. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion; provided, however, that the Company Sublimit imposed by this Section shall remain in full force and effect until such time that the Company notifies the Administrative Agent that such Company Sublimit has been terminated by delivering to the Administrative Agent a Company Sublimit Notice substantially in the form attached hereto as Exhibit L (a “Company Sublimit Notice”); provided that, such Company Sublimit may be reinstated at any time by the Company by delivering to the Administrative Agent a Company Sublimit Notice. Revolving Credit Loans to be made in an Alternative Currency shall be funded in an amount equal to the Alternative Currency Amount of such Revolving Credit Loan. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower Borrowers may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) hereunder until the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofand ---------------------- relying upon the representations, warranties and covenants herein set forth, each Lender Bank severally (and not jointly) agrees to make loans under this Agreement (each a “one or more Revolving Credit Loan” and, collectively with Loans to each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate amount at any one time outstanding not to exceed for both Borrowers such Bank's Revolving Credit Commitment. During the Revolving Credit Commitment Period, during which period the Borrower Borrowers may borrow, prepay and reborrow re- borrow the Revolving Credit Loans, all in accordance with the provisions terms and conditions hereof. Immediately after making each Revolving Credit Loan and ; provided, however, that immediately after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date-------- ------- thereto, the Aggregate (i) such Bank's Revolving Credit Exposure will shall not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any such Bank's Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be madeCommitment, (IIii) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal unpaid balance of all Swing Line Loans (exclusive to MFC plus the aggregate unpaid balance of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the all Revolving Credit Loans to be made) then outstanding and ---- MFC plus the aggregate unpaid balance of all Term Loans to MFC shall not exceed ---- the MFC Borrowing Base, (2iii) the Letter of Credit Exposure aggregate unpaid balance of all LendersSwing Line Loans to MBC plus the aggregate unpaid balance of all Revolving Credit Loans to ---- MBC plus the aggregate unpaid balance of all Term Loans to MBC shall not exceed ---- the MBC Borrowing Base, will (iv) the aggregate unpaid balance of all Swing Line Loans to the Borrowers plus the aggregate unpaid balance of all Revolving Credit ---- Loans to the Borrowers shall not exceed the Aggregate Revolving Credit Commitment and (v) the aggregate unpaid balance of such Lender at such time. At all Swing Line Loans to the option Borrowers plus the aggregate unpaid balance of the Borrower, indicated in a Borrowing Request, all Revolving Credit Loans may be to the ---- Borrowers made as ABR Advances or Eurodollar Advancesby the Swing Line Lender shall not exceed the Revolving Credit Commitment of the Swing Line Lender.

Revolving Credit Loans. Each Revolving Credit Lender severally agrees, on the terms and conditions of this Agreement, to make loans to the Borrowers in Dollars during the period from and including the Restatement Effective Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time (a) such loans being herein called "Revolving Credit Loans"), provided that in no event shall the aggregate principal amount of all Revolving Credit Loans plus the aggregate amount of all Letter of Credit Liabilities exceed the lesser of the Borrowing Base or the aggregate amount of the Revolving Credit Commitments of all of the Revolving Credit Lenders as in effect from time to time. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower Borrowers may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each amount of the Revolving Credit Loan Commitments by means of ABR Loans and Eurodollar Loans and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans of the other Type (as provided in Section 2.09 hereof) or Continue Revolving Credit Loans that are Eurodollar Loans from one Interest Period into another Interest Period (as provided in Section 2.09 hereof). Proceeds of Revolving Credit Loans shall be available for any use permitted under Section 9.17 hereof, provided that, in the event that as contemplated by Section 2.10(b), 2.10(c) or 2.10(e) hereof, the Borrowers shall prepay Revolving Credit Loans from the Net Available Proceeds of a Casualty Event, a Debt Issuance, an Equity Issuance or a Disposition hereunder, then an amount of Revolving Credit Commitments equal to the amount of such prepayment (herein the "Casualty-Related Reserved Commitment Amount", in the case of a Casualty Event, the "Issuance-Related Reserved Commitment Amount", in the case of a Debt Issuance or Equity Issuance or the "Disposition-Related Reserved Commitment Amount", in the case of Disposition) shall be reserved and shall not be available for borrowings hereunder except and to the extent that the proceeds of such borrowings are to be applied (i) to repair or replace the Property that was the subject of the related Casualty Event or to make prepayments of Loans under Section 2.10(b)(y)(B) hereof, in the case of the Casualty-Related Reserved Commitment Amount, (ii) to make acquisitions permitted under Section 9.05 hereof, Investments permitted under Section 9.08(g) hereof (in the case of Debt Issuances), Investments permitted under Section 9.08(h) hereof (in the case Credit Agreement 46 - 41 - of Equity Issuances), Restricted Payments permitted under Section 9.09(b) hereof (in the case of Equity Issuances) or Capital Expenditures permitted under Section 9.12 hereof or to make prepayments of Loans under Section 2.10(c)(y)(B) hereof, in the case of the Issuance-Related Reserved Commitment Amount, or (iii) to make Capital Expenditures permitted under Section 9.12 hereof, to replace the Property of the Borrowers that was the subject of the related Disposition or to pay liabilities underlying the related Deductible Reserves, in the case of the Disposition-Related Reserved Commitment Amount. The Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loans hereunder that is to constitute a utilization of any Casualty-Related Reserved Commitment Amount, Issuance-Related Reserved Commitment Amount or Disposition-Related Reserved Commitment Amount, to advise the Administrative Agent in writing of such fact at the time of such borrowing, identifying the amount of such borrowing that is to constitute such utilization, the repair or replacement, acquisition, Capital Expenditure or liability underlying a Deductible Reserve, as the case may be, in respect of which the proceeds of such borrowing are to be applied and the reduced Casualty-Related Reserved Commitment Amount, Issuance-Related Reserved Commitment Amount or Disposition-Related Reserved Commitment Amount to be in effect after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesborrowing.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Credit Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower from time to time during the Commitment PeriodRevolving Credit Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Loans exceeding such Lender’s maximum Revolving Credit Commitment; provided that the total Revolving Credit Exposure (after giving effect to any requested Revolving Credit Borrowing and any repayment of Swing Loans effected by any requested Revolving Credit Borrowing) shall not at any time exceed the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment AmountLoans. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal The amount of such each Lender’s Revolving Credit Loan constituting a part Commitment under the Existing Credit Agreement (which were defined as “Lender”, “Revolving Credit Commitment” and “Revolving Credit Loan”, respectively, thereunder) immediately prior to the Effective Time are set forth opposite its name on Part I of Schedule 2.1 annexed hereto and the aggregate amount of the Revolving Credit Loans Commitments (which was defined as “Revolving Credit Commitments” thereunder) at such time was $170,000,000. The amount of each Lender’s Revolving Credit Commitment in effect on the Closing Date are set forth opposite its name on Part II of Schedule 2.1 and the aggregate amount of the Revolving Credit Commitments in effect on the Closing Date is $175,000,000. For the avoidance of doubt, (i) all “Revolving Credit Loans” made under the Existing Credit Agreement and outstanding immediately prior to the Effective Time shall continue to be made, (II) the aggregate principal balance of all other maintained as Revolving Credit Loans under and governed by this Agreement and (exclusive ii) the parties hereto further agree that on the Closing Date, all unpaid Obligations under the Existing Credit Agreement (including without limitation all unpaid interest, fees and expenses) outstanding as of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans Closing Date shall be deemed to be made) then outstanding from such Lender owing under and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesgoverned by this Agreement.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofEach Lender agrees, each Lender severally (and not jointly) agrees , for so long as no Default or Event of Default exists, to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower Borrowers from time to time during the Commitment Period, during which period from the Borrower may borrow, prepay and reborrow in accordance with date hereof to but not including the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time last day of the making of Term, as requested by Borrowers in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any Revolving Credit Loan, time outstanding equal to the sum lesser of (Ii) such Lender’s Revolving Loan Commitment minus the principal amount product of such Lender’s Revolving Loan Percentage and the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan constituting and (ii) the product of such Lender’s Revolving Loan Percentage and an amount equal to the Adjusted Borrowing Base at such time minus the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a part Revolving Credit Loan minus the then aggregate of Availability Reserves, if any. The Revolving Credit Loans shall be further evidenced by, and repayable in accordance with the terms of, the Revolving Notes and shall be secured by all of the Collateral. In no event shall the aggregate of the Revolving Credit Loans to be madeand the LC Amount plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, (II) exceed the Revolving Credit Maximum Amount. Further, in no event shall the aggregate principal balance outstanding amount of all other Incremental Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not at any time exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesIncremental Availability.

Revolving Credit Loans. Each Revolving Credit Lender severally ---------------------- agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Effective Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time (a) such Loans being herein called "Revolving Credit Loans"), provided ---------------------- -------- that in no event shall the aggregate principal amount of all Revolving Credit Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceed the aggregate amount of the Revolving Credit Commitments as in effect from time to time. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower Company may borrow, prepay repay and reborrow the amount of the Revolving Credit Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans of another Type (as provided in accordance with Section 2.09 hereof) or Continue Revolving Credit Loans of one Type as Revolving Credit Loans of the provisions same Type (as provided in Section 2.09 hereof). Anything herein to the contrary notwithstanding, Revolving Credit Loans shall not be available hereunder until such time as the Term Loan Commitments have been fully utilized in full. Proceeds of Revolving Credit Loans shall be available for any use permitted under Section 9.15 hereof, provided that, in the event that, as -------- contemplated by Section 2.10(b) hereof, the Company shall prepay Revolving Credit Loans from the proceeds of a Disposition hereunder, then an amount of Revolving Credit Commitments equal to the amount of such prepayment (herein the "Reserved Commitment Amount") shall be reserved and shall not be available for -------------------------- borrowings hereunder except and to the extent that the proceeds of such borrowings are to be applied to make Capital Expenditures or a Qualified Acquisition or to make prepayments of Loans under Section 2.10(c) hereof. Immediately after making each The Company agrees, upon the occasion of any borrowing of Revolving Credit Loan Loans hereunder that is to constitute a utilization of any Reserved Commitment Amount, to advise the Administrative Agent in writing of such fact at the time of such borrowing, identifying the amount of such borrowing that is to constitute such utilization, the Capital Expenditures or Qualified Acquisition in respect of which the proceeds of such borrowing are to be applied and the reduced Reserved Commitment Amount to be in effect after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesborrowing.

Revolving Credit Loans. Subject to the terms and conditions of this Agreement (including, without limitation, with respect to any BA Loan, Section 2.7), and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans in any Permitted Currency to the Borrower from time to time from the Closing Date through, but not including, the Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans, after giving effect to any amount requested, shall not exceed the Borrowing Limit and (b) the principal amount of outstanding Revolving Credit Loans from any Lender shall not at any time exceed such Lender's Commitment less such Lender's Commitment Percentage of outstanding L/C Obligations and outstanding Swingline Loans. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender's Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion in the Permitted Currency requested by the Borrower; provided that, at any time that any Swingline Loans are outstanding, each Revolving Credit Loan by a Lender may be made and the Administrative Agent may permit Revolving Credit Loans to be allocated amongst the Lenders in proportions other than those of their respective Commitment Percentage, but in no event in excess of any such Lender's Commitment, however, the Administrative Agent may, from time to time, and will, upon the request of the Swingline Lender, make adjustments amongst the Lenders so that all Extensions of Credit are in proportion with the respective Commitment Percentages of the Lenders (including the Swingline Lender). Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay repay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) hereunder until the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesMaturity Date.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Lender of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and not jointlyrepay and reborrow) agrees to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during between the Commitment Period, during which period Agreement Effective Date and the Revolving Credit Maturity Date upon notice by the Borrower may borrow, prepay and reborrow to the Administrative Agent given in accordance with Section 2.5, such sums as are requested by the provisions hereof. Immediately after making each Revolving Credit Loan and Borrower for the purposes set forth in Section 7.2 up to a maximum aggregate principal amount Outstanding (after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on amounts requested) at any one time equal to the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum lesser of (Ii) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender Commitment and (III) the product of (Aii) such Lender’s Revolving Credit Commitment Percentage and of an amount equal to (A) the Borrowing Base Availability minus (B) the sum of (1) the aggregate principal balance amount of all Swing Line Outstanding Swingline Loans and Term Loans plus (exclusive 2) the aggregate amount of Swing Line Loans which are repaid with Letter of Credit Liabilities; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the proceeds of, and simultaneously with the incurrence of, Outstanding principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swingline Loans and Letter of Credit Liabilities shall not at any time exceed the Aggregate Revolving Credit Commitment and the Outstanding principal amount of the Loans (after giving effect to all amounts requested), Swingline Loans and Letter of Credit Liabilities shall not at any time exceed the Aggregate Commitment. The Revolving Credit Loans shall be mademade pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in Section 5.1 (with respect to the initial Advance hereunder) then outstanding and Section 5.2 (with respect to each Advance hereunder) have been satisfied on the date of such request. The Administrative Agent may assume that the conditions in Section 5.1 (with respect to the initial Advance hereunder) and Section 5.2 (with respect to each Advance hereunder) have been satisfied or waived unless it receives prior written notice from a Revolving Credit Lender that such conditions have not been satisfied or waived. No Revolving Credit Lender shall have any obligation to make any Revolving Credit Loan to the Borrower to the extent that such Revolving Credit Loan would cause the sum of (1) such Revolving Credit Lender's Revolving Credit Commitment Percentage of all Outstanding Swingline Loans plus (2) the such Revolving Credit Lender's Revolving Credit Commitment Percentage of all Outstanding Letter of Credit Exposure of all Lenders, will not exceed the Commitment of Liabilities and (3) such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Lender's Outstanding Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesto exceed the amount of such Revolving Credit Lender's Revolving Credit Commitment.

Revolving Credit Loans. (a) Through and including the Revolving Credit Termination Date, (i) each Bank with an Applicable Tranche Commitment under an Applicable Tranche severally agrees, on the terms and conditions set forth in this Agreement, to make revolving loans under such Applicable Tranche (“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate for each such Applicable Tranche at any one time outstanding, the amount of its Applicable Tranche Commitment under such Applicable Tranche and (ii) each Applicable Tranche Swingline Bank severally may, in its sole discretion and on the terms and conditions set forth in this Agreement, make swingline loans under any Applicable Tranche (“Swingline Loans”) to the Company from time to time and in such amounts as such Applicable Tranche Swingline Bank shall determine at the time of each request by the Company for a Swingline Loan; provided, however, that no Revolving Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate outstanding principal of all Loans would exceed the Aggregate Commitments, (B) the aggregate outstanding principal of all Applicable Tranche Revolving Loans with respect to any Applicable Tranche would exceed the Aggregate Applicable Tranche Commitment for such Applicable Tranche, (C) the aggregate outstanding principal amount of all Revolving Loans in an Alternative Currency would exceed the Applicable Alternative Currency Sublimit, (D) the aggregate outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business after giving effect to any redesignation pursuant to Section 2.13 would exceed the Clearing Fund Borrowing Base therefor or (E) the aggregate outstanding principal of all Company Pool Loans after giving effect to any redesignation pursuant to Section 2.13 would exceed the Company Borrowing Base. Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Loans and Swingline Loans at any time up to the Revolving Credit Termination Date. For the avoidance of doubt, (x) a Clearing Fund Pool Loan and a Company Pool Loan can be a Revolving Loan or a Swingline Loan, subject to the terms and conditions hereofset forth in the Loan Documents and (y) the provision of Swingline Loans by any Applicable Tranche Swingline Bank under an Applicable Tranche shall be in addition to, each Lender severally (and shall not jointly) agrees relieve such Bank from its obligation to make loans Revolving Loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Applicable Tranche ratably in proportion to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.its Applicable Tranche 50746764_11

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under this Agreement (each a “"Revolving Credit Loan” " and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “"Revolving Credit Loans”") to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s 's Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence incurrence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s 's Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective Revolving Credit Loans to be madeLoans) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. During the Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow Revolving Credit Loans under the Commitments, all in accordance with the terms and conditions hereof. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Each Revolving Credit Lender severally agrees, on the terms and conditions of this Agreement, to make loans to the Borrowers in Dollars during the period from and including the Closing Date to but not including the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Revolving Credit Commitment of such Lender as in effect from time to time, provided that in no event shall the aggregate principal amount of all Revolving Credit Loans, together with the aggregate amount of all Letter of Credit Liabilities in respect of Revolving Credit Letters of Credit, exceed the aggregate amount of the Revolving Credit Commitments as in effect from time to time. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower Borrowers may borrow, prepay repay and reborrow the amount of the Revolving Credit Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Revolving Credit Loans of one Type into Revolving Credit Loans of another Type (as provided in accordance with Section 2.09 hereof) or Continue Revolving Credit Loans of one Type as Revolving Credit Loans of the provisions same Type (as provided in Section 2.09 hereof). Proceeds of Revolving Credit Loans shall be available for any use permitted under Section 8.16(a) hereof, provided that, in the event that as contemplated by clause (x) of the second paragraph of Section 2.10(d) hereof, the Borrowers shall prepay Revolving Credit Loans from the proceeds of a Disposition hereunder, then an amount of Revolving Credit Commitments equal to the amount of such prepayment (herein the “Reserved Commitment Amount”) shall be reserved and shall not be available for borrowings hereunder except and to the extent that the proceeds of such borrowings are to be applied to make Acquisitions permitted under Section 8.05 hereof or to make prepayments of Loans under clause (y) of the second paragraph of Section 2.10(d) hereof. Immediately after making each The Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loan Loans hereunder that is to constitute a utilization of any Reserved Commitment Amount, to advise the Administrative Agent in writing of such fact at the time of such borrowing, identifying the amount of such borrowing that is to constitute such utilization, the Acquisition, if any, in respect of which the proceeds of such borrowing are to be applied and the reduced Reserved Commitment Amount to be in effect after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesborrowing.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofconditions, and relying upon the representations and warranties, set forth herein, each Lender severally (and not jointly) agrees to make loans under this Agreement (each individually a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lendercollectively, the “Revolving Credit Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period, during which period the Borrower may borrowin an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment; provided, prepay and reborrow in accordance with the provisions hereof. Immediately after making each however, that no Revolving Credit Loan and shall be made if, after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any such Revolving Credit Loan, the sum of (I) Aggregate Outstandings would exceed the principal amount of such Lender’s Total Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender in effect at such time. At During the option of Revolving Credit Commitment Period, the BorrowerCompany may from time to time borrow, indicated in a Borrowing Requestrepay and reborrow hereunder on or after the date hereof and prior to the Revolving Credit Commitment Termination Date, subject to the terms, provisions and limitations set forth herein. The Revolving Credit Loans may be (i) Adjusted Libor Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof. Prior to the Closing Date, certain revolving loans were previously made to the Company under the Prior Credit Agreement which remain outstanding as ABR Advances or Eurodollar Advancesof the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Company and each of the Lenders agree that on the Closing Date but subject to the satisfaction of the conditions precedent set forth in Section 5.01 and the reallocation and other transactions described in Section 1.05, the Existing Revolving Loans shall be reevidenced as Revolving Credit Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement.

Revolving Credit Loans. On the Effective Date, (ai) the "Revolving Credit Loans" (as defined in the Existing Credit Agreement) held by the Existing Banks under the Existing Credit Agreement immediately prior to the Effective Date shall automatically, and without any action on the part of any Person, be designated and continued as Revolving Credit Loans outstanding under the Revolving Credit Commitments, (ii) each Revolving Credit Bank (including, without limitation, each New Bank that is a Revolving Credit Bank) shall have a Revolving Credit Commitment in the amount set opposite the name of such Bank on Annex 1 hereto, (iii) each of the New Banks that is a Revolving Credit Bank (and each Existing Bank, if any, whose relative proportion of Revolving Credit Commitments hereunder is increasing over its relative proportion of "Revolving Credit Commitments" held by it under the Existing Credit Agreement (each an "INCREASING EXISTING REVOLVING CREDIT BANK")) shall, by assignments from the Existing Banks, if any, whose relative proportion of the Revolving Credit Commitments hereunder is decreasing from its relative proportion of "Revolving Credit Commitments" held by it under the Existing Credit Agreement (which assignments shall be deemed to occur automatically on the Effective Date), acquire a portion of the Revolving Credit Loans of the Existing Banks so designated and continued (and the Revolving Credit Banks shall, through the Agent, make such additional adjustments among themselves as shall be necessary), (iv) each such New Bank and each Increasing Existing Revolving Credit Bank severally agrees, on the terms and conditions of this Agreement, to make (on a non pro-rata basis) a revolving credit loan to the Borrower in Dollars and/or (v) the Borrower shall prepay the Revolving Credit Loans of the Existing Banks (on a non pro-rata basis), in each case in such amounts, such that after giving effect thereto and any other Revolving Credit Loans made to the Borrower on the Effective Date, the Revolving Credit Banks shall hold the Revolving Credit Loans hereunder ratably in accordance with their respective Revolving Credit Commitments. From and after the Effective Date, each Revolving Credit Bank severally agrees, on the terms of this Agreement, to make Revolving Credit Loans to the Borrower in Dollars during the period from and including the Effective Date to but excluding the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Bank's Revolving Credit Commitment as then in effect. Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans under of this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment PeriodAgreement, during which such period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Commitments by means of Base Rate Loans to be made, and Eurodollar Loans and may (IIas provided in Section 2.08(a) the aggregate principal balance of all other hereof) Convert Revolving Credit Loans (exclusive of one Type into Revolving Credit Loans which are repaid with of the proceeds of, and simultaneously with the incidence of, the other Type or Continue Revolving CREDIT AGREEMENT Credit Loans of one Type as Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancessame Type.

Revolving Credit Loans. (a) Subject to the terms and conditions hereofof, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents, each Lender agrees, severally (and not jointly) agrees , for so long as no Default or Event of Default exists, to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower Borrowers from time to time during the Commitment Period, during which period from the Borrower may borrow, prepay and reborrow in accordance with Closing Date to but not including the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time last day of the making of Term, as requested by Borrower Representative in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any Revolving Credit Loan, time outstanding equal to the sum lesser of (Ii) such Lender's Revolving Loan Commitment minus the principal amount product of such Lender’s 's Revolving Credit Loan constituting a part of Percentage and the Revolving Credit Loans to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds ofLC Exposure, and simultaneously with the incidence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (IIIii) the product of such Lender's Revolving Loan Percentage and an amount equal to (A) the Borrowing Base at such Lender’s Commitment Percentage and time minus (B) the sum of LC Exposure (1other than the Cash Collateralized LC Exposure) at such time minus (C) Reserves, if any. Agent shall have the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds ofright to establish reserves in such amounts, and simultaneously with respect to such matters, as Agent may deem necessary from time to time in its Reasonable Credit Judgment based on facts or circumstances not existing on the incurrence ofClosing Date or existing on the Closing Date but not known to Agent on the Closing Date (such reserves, "Reserves"), including (it being understood that the following list may justify reserves but does not necessarily require them), with respect to (i) price adjustments, lower of cost or market adjustments based on LME Prices, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of any Borrower's business; (ii) sums properly chargeable against Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (iii) amounts owing by any Borrower to be madeany Person (other than a Lender pursuant to the Loan Documents) then outstanding to the extent secured by a Lien on any of the Collateral; (iv) amounts owing by any Borrower in connection with Product Obligations (not to exceed the Aggregate Bank Product Reserve); (v) dividends declared by a Borrower or Guarantor but not yet paid (but only to the extent the amount of such dividends exceeds the amount of Borrowers' immediately available funds held in Dominion Accounts); and (2vi) the Letter Dilution Reserve. Without limiting the foregoing, Agent may institute a Reserve up to the Mt. Xxxxx Reserve Amount in respect of Credit Exposure potential Liens that may be asserted by Mt. Xxxxx Aluminum Company and Alumax of all LendersSouth Carolina, Inc. (it being understood that Agent may establish such Reserve without providing 5 Business Days notice as otherwise required pursuant to the second to last sentence of this Section 1.1.1.). Notwithstanding anything herein to the contrary, reserves will not exceed duplicate (i) eligibility criteria contained in the Commitment definitions of "Eligible Accounts" and "Eligible Inventory", and vice versa and (ii) reserves or criteria deducted in computing book value or the net amount of Eligible Accounts or Eligible Inventory. Any changes in Availability after the Closing Date by way of establishing new reserve categories, increasing the amount or calculation methodology of any existing reserve or changing the concentration percentages set forth in clause (xv) of the definition of Eligible Accounts will require five Business Days' prior written notice to Borrower Representative if, and only if, such change would reasonably be expected to cause Liquidity, as of the date of such Lender at change, to fall below the Applicable Minimum Liquidity Amount and Agent shall consult with Borrower Representative prior to making any such timechange (but Borrower Representative's consent shall not be required). At the option of the Borrower, indicated in a Borrowing Request, The Revolving Credit Loans may shall be made repayable as ABR Advances or Eurodollar Advancesset forth in Section 3.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) agrees to make loans in Dollars under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) to the Borrower from time to time during the Commitment Period, during which period the Borrower may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount of such Lender’s Revolving Credit Loan constituting a part of the Revolving Credit Loans to be made, made and (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence incurrence of, the Revolving Credit Loans to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advances.

Revolving Credit Loans. (a) Subject to the terms and conditions hereof, each Lender severally (and not jointly) during the Term of this Agreement, Bank hereby agrees to make such loans under this Agreement (each individually, a “Revolving Credit "Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender" and collectively, the “Revolving Credit "Loans”") to Borrowers, jointly and severally, as any of the Borrower Borrowers may from time to time during request pursuant to Section 3.2 and in Bank's discretion, to issue Letters of Credit for the Commitment Periodaccount of the Borrowers, during or any of them, upon any Borrower's execution of a Letter of Credit Application therefor pursuant to Section 3.3 (subject to Bank's approval of the form of the Letters of Credit requested to be issued). The maximum aggregate principal amount of Loans plus the face amount of issued and outstanding Letters of Credit which period the Borrower Bank, cumulatively, may borrow, prepay and reborrow in accordance with the provisions hereof. Immediately after making each Revolving Credit Loan and after giving effect be required to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will have outstanding hereunder at any one time shall not exceed the Aggregate Commitment Amount. With respect to each Lenderlesser of Fifteen Million Dollars ($15,000,000.00) (the "Bank's Commitment"), at the time of the making of any Revolving Credit Loan, the sum of or (Iii) the Borrowing Base (as hereinafter defined). Subject to the terms and conditions hereof, Borrowers may jointly and severally borrow, repay and reborrow such sums from Bank, provided, however, that the aggregate principal amount of all Loans outstanding hereunder plus the face amount of Letters of Credit issued and outstanding hereunder at any one time shall not exceed the lesser of the Bank's Commitment or the then current Borrowing Base. Contemporaneously with the execution of that certain Fifth Amendment to Forbearance Agreement dated as of May 6, 2005 (amending this Agreement), Borrowers shall execute and deliver to Bank a Note of Borrowers dated as of May 6, 2005 and payable jointly and severally to the order of Bank in the original principal amount of Fifteen Million Dollars ($15,000,000.00) in the form attached as Exhibit B to such Lender’s Fifth Amendment to Forbearance Agreement and incorporated herein by reference (as the same may from time to time be amended, modified, extended or renewed, the "Note"). All references in the Credit Agreement, this Agreement, the Security Documents and the other Transaction Documents to the "Note," the "Revolving Credit Loan constituting a part Note" and other references of similar import shall hereafter be amended and deemed to refer to the Note in the form of the Revolving Credit Loans Note, as amended and restated in the form attached as Exhibit B to be made, (II) the aggregate principal balance of all other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid with the proceeds of, and simultaneously with the incidence of, the Revolving Credit Loans Fifth Amendment to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesForbearance Agreement .

Revolving Credit Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties set forth in this Agreement, each Lender the Notes and the other Loan Documents, the Banks severally (and but not jointly) agrees agree to make loans under this Agreement in either Dollars or one or more Optional Currencies (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “"Revolving Credit Loans”") to the Borrower at any time or from time to time during on or after the Commitment PeriodClosing Date and to and including the Business Day immediately preceding the Expiry Date in an aggregate Dollar Equivalent principal amount which, during which period when combined with the aggregate principal amount of all outstanding Swing Line Loans and the aggregate Dollar Equivalent amount of Letters of Credit Outstanding, shall not exceed at any one time outstanding the Revolving Credit Facility Commitment; provided, however, that (i) no Bank shall be required to make Revolving Credit Loans (or participate in the issuance of Letters of Credit) in an aggregate Dollar Equivalent principal amount outstanding at any one time exceeding such Bank's Commitment, (ii) no Base Rate Loan shall be made in an Optional Currency, (iii) in the event that any Foreign Borrower may borrow, prepay and reborrow has joined this Agreement in accordance with the terms and provisions hereof. Immediately after making each Revolving Credit Loan and provided for herein, after giving effect to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal aggregate amount of such Lender’s Revolving Credit Loans made to and Letters of Credit Outstanding issued for the account of all Foreign Borrowers shall not exceed the Dollar Equivalent amount of Three Hundred Fifty Million and 00/100 Dollars ($350,000,000.00) (the "Foreign 264674781 265265096 Borrower Sublimit"), and (iv) after giving effect to any Revolving Credit Loan constituting a part the aggregate amount of Revolving Credit Loans and Letters of Credit Outstanding denominated in Optional Currencies shall not exceed the Dollar Equivalent amount of Three Hundred Fifty Million and 00/100 Dollars ($350,000,000.00) (the "Optional Currency Sublimit"). The Revolving Credit Loans shall be made pro rata in accordance with each Bank's Commitment Percentage. Within the limits of time and amount set forth in this Section 2.01, and subject to the provisions of this Agreement including, without limitation, the Banks' right to demand repayment of the Revolving Credit Loans to be madeupon the occurrence of an Event of Default, (II) the aggregate principal balance Borrower may borrow, repay and reborrow under this Section 2.01; provided, however, that if the Borrower prepays any LiborEurocurrency Rate Loan, BBSW Loan or CDOR Loan on a day other than the last day of all the applicable Interest Period for such Libor Rate Loan, or if the Borrower prepays any Daily Simple XXXXX Loan on a day other Revolving Credit Loans (exclusive of Revolving Credit Loans which are repaid than an interest payment date therefor specified in Section 2.04, then the Borrower shall comply with the proceeds of, terms and simultaneously conditions of Section 2.12(c) with the incidence of, the Revolving Credit Loans respect to be made) then outstanding from such Lender and (III) the product of (A) such Lender’s Commitment Percentage and (B) the sum of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding and (2) the Letter of Credit Exposure of all Lenders, will not exceed the Commitment of such Lender at such time. At the option of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar Advancesprepayment.

Revolving Credit Loans. (aA) Subject to all of the terms and conditions hereofof this Agreement, each Lender severally (and not jointly) agrees Lenders agree, for so long as no Default or Event of Default exists, to make loans under this Agreement (each a “Revolving Credit Loan” and, collectively with each other Revolving Credit Loan of such Lender and/or with each Revolving Credit Loan of each other Lender, the “Revolving Credit Loans”) Loans to the Borrower Borrowers from time to time during the Commitment Periodtime, during which period the Borrower may borrow, prepay and reborrow as requested by Borrowers in accordance with the provisions terms of SECTION 2.3 hereof. Immediately after making each , up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time, as evidenced by the Revolving Credit Loan and after giving effect Notes; PROVIDED, HOWEVER, that (i) no Lender shall be obligated to all Swing Line Loans and Competitive Bid Loans repaid and all Reimbursement Obligations paid on the same date, the Aggregate Credit Exposure will not exceed the Aggregate Commitment Amount. With respect to each Lender, at the time of the making of any Revolving Credit Loan, the sum of (I) the principal amount make Advances in excess of such Lender’s 's Revolving Credit Loan constituting Percentage of the DIP Facility Limit and (ii) each Borrowing shall be made ratably by all Lenders in accordance with their respective Revolving Credit Percentages. It is expressly understood and agreed that Agent may use the Borrowing Base as a part maximum ceiling on Revolving Credit Loans outstanding to Borrowers at any time. If the unpaid balance of the Revolving Credit Loans to be madeshould for any reason exceed the Borrowing Base or any other limitation set forth in this Agreement, (II) the aggregate principal balance of all other such Revolving Credit Loans (exclusive shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all the benefits thereof. In no event shall Borrowers be authorized to request a Loan at any time that there exists a Default or an Event of Default. Notwithstanding the foregoing provisions of this SECTION 2.1(A), Borrowers and Lenders agree that at any time and at all times Agent shall have the right to establish and/or eliminate reserves in such amounts, and with respect to such matters, as Agent shall in its reasonable credit judgment deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrowers may otherwise request under this SECTION 2.1(A), including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are repaid with issued in the proceeds of, ordinary course of Borrowers' business; (ii) shrinkage and simultaneously with the incidence of, the obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrowers' Loan Account as Revolving Credit Loans to be madeunder any section of this Agreement; (v) then outstanding from such Lender tax liabilities; and (III) the product of (Avi) such Lender’s Commitment Percentage and (B) other matters, events, conditions or contingencies as to which Agent, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. In addition to the sum foregoing, at any time, Lenders shall have the right to establish and/or eliminate reserves against the amount of (1) the aggregate principal balance of all Swing Line Loans (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Credit Loans to be made) then outstanding for accrued and (2) unpaid royalty payments based on the Letter of Credit Exposure of all Lenders, will not exceed the Commitment amount of such Lender accrued and unpaid payments which is shown on Borrower's financial statements at such time; PROVIDED, HOWEVER, that no reserve shall be created for accrued and unpaid royalty payments pursuant to license agreements entered into by a Borrower with Disney or any affiliate of Disney. At Upon the option occurrence of a Default or Event of Default, no reserves shall be eliminated by Agent without the consent of the Borrower, indicated in a Borrowing Request, Revolving Credit Loans may be made as ABR Advances or Eurodollar AdvancesLenders.