Common use of Acquisition Loan Clause in Contracts

Acquisition Loan. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (collectively, the “Acquisition Loan”) to Borrower in an amount equal to the amount of such Lender’s Acquisition Loan Commitment. The Borrower shall execute and deliver to each such Lender one or more Acquisition Notes to evidence the Acquisition Loan. The Acquisition Loan shall be a Eurodollar Rate Loan, as further provided herein. Once repaid or prepaid, the Acquisition Loan may not be re-borrowed. (ii) The Acquisition Loan shall be disbursed in no more than two (2) installments. On the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, the first installment of the Acquisition Loan in an amount not to exceed such Lender’s Acquisition Loan Commitment (collectively, the “First Acquisition Draw”). At any time within ninety (90) days after the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, a second installment of the Acquisition Loan in an amount not to exceed (A) such Lender’s Acquisition Loan Commitment minus (B) such Lender’ share of the First Acquisition Draw (collectively, the “Second Acquisition Draw”). The Borrower shall have no right to request, and the Lenders shall have no obligation to fund, any installments of the Acquisition Loan other than the First Acquisition Draw and the Second Acquisition Draw as described above. To the extent that the aggregate amount of the First Acquisition Draw and the Second Acquisition Draw is less than $20,000,000, or in the event that the Borrower has not requested the Second Acquisition Draw prior to the expiration of the 90-day period referred to above, the Borrower shall be deemed to have automatically and irrevocably waived any right to request or receive any more funds from the Acquisition Loan. (f) Section 2.03(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that the Lenders shall have no obligation to issue a Letter of Credit unless after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Loan Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate Outstanding Revolving Loan Amount of all Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Revolving Loan Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Term Loan plus such Lender’s Applicable Percentage of the Acquisition Loan shall not exceed such Lender’s Commitment, and (z) the Outstanding Revolving Loan Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (g) Section 2.04 of the Credit Agreement is hereby amended by adding the following provisions after subsection (b):

Acquisition Loan. The Trustee is expressly authorized to enter into an Acquisition Loan transaction; provided, however, that the loan shall be primarily for the benefit of the Plan Participants. The following terms and conditions apply to any Acquisition Loan. (i) Subject The Trustee shall, within a reasonable period of time, use the proceeds of any Acquisition Loan: (A) to acquire Company Stock described in Section 1.10(b) (i), (ii) or (iii); (B) to repay the Acquisition Loan; or (C) to repay a prior Acquisition Loan. (ii) Any Acquisition Loan shall provide that the creditor is without recourse against the Plan and Trust. The Acquisition Loan shall further provide that no person entitled to payment under the Acquisition Loan shall have any rights to the terms assets of the Plan and conditions set forth herein, each Lender severally agrees to make a term loan Trust other than: (collectively, A) the “collateral given under the Acquisition Loan”; (B) contributions (other than contributions of Company Stock) made by the Employer to Borrower meet the repayment requirements of the Acquisition Loan; or (C) earnings attributable to: (1) the Company Stock pledged as collateral for such loan; or (2) the Employer contributions described in the preceding paragraph (B). (iii) Any Acquisition Loan shall provide that payments made on the loan by the Plan shall not exceed for any Plan Year an amount equal to the amount sum of such Lender’s Acquisition Loan CommitmentEmployer Contributions and Plan earnings for the current Plan Year, plus the amounts in prior years, less the sum of the note payment for prior years. The Borrower Plan Administrator shall execute maintain separate accounting for such contributions and deliver to each such Lender one or more Acquisition Notes to evidence earnings. (iv) Collateral for the Acquisition Loan. The Acquisition Loan shall be a Eurodollar Rate Loan, as further provided herein. Once repaid or prepaid, restricted to Company Stock acquired with the Acquisition Loan may not be re-borrowed. (ii) The Acquisition Loan shall be disbursed in no more than two (2) installments. On the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, the first installment proceeds of the Acquisition Loan in an amount not to exceed such Lender’s or Company Stock acquired with a prior Acquisition Loan Commitment (collectively, the “First Acquisition Draw”). At any time within ninety (90) days after the which prior Acquisition Loan Closing Date, is repaid with the Borrower shall have the right to request, and each Lender shall fund, a second installment proceeds of the Acquisition Loan in an amount not to exceed (A) such Lender’s Acquisition Loan Commitment minus (B) such Lender’ share of the First Acquisition Draw (collectively, the “Second Acquisition Draw”). The Borrower shall have no right to request, and the Lenders shall have no obligation to fund, any installments of the Acquisition Loan other than the First Acquisition Draw and the Second Acquisition Draw as described above. To the extent that the aggregate amount of the First Acquisition Draw and the Second Acquisition Draw is less than $20,000,000, or in the event that the Borrower has not requested the Second Acquisition Draw prior to the expiration of the 90-day period referred to above, the Borrower shall be deemed to have automatically and irrevocably waived any right to request or receive any more funds from the Acquisition Loan. (fv) Section 2.03(a)(i) Any Acquisition Loan shall provide that in the event of default, the value of the Credit Agreement is hereby deleted Plan assets transferred in its entirety and replaced with the following: (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that the Lenders shall have no obligation to issue a Letter of Credit unless after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Loan Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate Outstanding Revolving Loan Amount of all Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Revolving Loan Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Term Loan plus such Lender’s Applicable Percentage satisfaction of the Acquisition Loan shall not exceed such Lender’s Commitment, and (z) the Outstanding Revolving Loan Amount of the L/C Obligations shall must not exceed the L/C Sublimitamount of the default. Each request by Borrower If the lender is a Disqualified Person, the Acquisition Loan shall provide for the issuance or amendment transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to meet the repayment schedule of the loan. (vi) Any Acquisition Loan shall provide for a Letter reasonable rate of Credit interest, taking into account all relevant factors. (vii) Any Acquisition Loan shall provide for a release from encumbrance of shares of Company Stock held as collateral as of each Anniversary Date equal to the number of encumbered shares of Company Stock held immediately before the release, multiplied by a fraction. The numerator of the fraction is the amount of principal and interest paid during the Plan Year. The denominator of the fraction is the sum of the principal and interest to be paid in all future years without taking into account any possible extensions of the loan. If a variable rate of interest is used, the calculation of the denominator shall be deemed based upon the rate applicable as of the end of the Plan Year in question. Release of shares of more than one class shall be made on a pro rata basis applying such fraction. (viii) Any Acquisition Loan shall call for a definitely determinable period of repayment and may not be payable at the demand of any person except in the case of default. (ix) The Trustee shall comply with all requirements under Code Section 4975 and the applicable Treasury regulations to assure that the loan qualifies as an Acquisition Loan. (x) Notwithstanding that this Plan ceases to be a representation by Borrower that the L/C Credit Extension so requested complies an employee stock ownership plan, Company Stock acquired with the conditions set forth in proceeds of an Acquisition Loan will continue, after the proviso Trustee repays the loan, to the preceding sentence. Within the foregoing limits, and be subject to the terms provisions of Treasury Regulations Sections 54.4975-7(b)(4), (10), (11) and conditions hereof(12) relating to put, Borrower’s ability call or other options and to obtain Letters of Credit shall be fully revolvingbuy-sell or similar arrangements, and accordingly Borrower may, during except to the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedextent those regulations are inconsistent with Code Section 409(h). (g) Section 2.04 of the Credit Agreement is hereby amended by adding the following provisions after subsection (b):"

Acquisition Loan. The Master Trustee, if so directed by the ---------------- Company or the Named Fiduciary pursuant to directions that are consented to by the Master Trustee (iwhich consent shall not to be unreasonably withheld), may enter into one or more Acquisition Loans with any lender (including a party in interest as defined in Section 3(14) Subject of the Act) to finance the acquisition of Employer Stock, or to repay a prior Acquisition Loan. The Master Trustee shall purchase and continue to hold such Employer Stock in the Employer Stock Fund for the benefit of ESOP Feature Participants pursuant to the terms provisions of the ESOP Feature until otherwise directed by the Named Fiduciary; subject, however, to the requirements of the Code and conditions set forth hereinthe Act to the extent applicable to an ESOP. The Master Trustee may refinance any Acquisition Loan and, each Lender severally agrees to make a term loan (collectivelyin connection with any such refinancing, the “shall repay any such Acquisition Loan”; provided that such refinancing or any change in the terms of an Acquisition Loan used to acquire Employer Stock may be done only at the direction or with the consent of the Company or the Named Fiduciary. The Master Trustee may secure an Acquisition Loan by pledging the Employer Stock acquired with the proceeds of such Loan ("ESOP Stock"). No other assets of the Master Fund may be pledged by the Master Trustee as collateral for an Acquisition Loan. Pursuant to directions from the Named Fiduciary, Employer contributions made pursuant to an ESOP Feature ("ESOP Contributions"), earnings attributable to such ESOP Contributions and cash dividends on ESOP Stock shall be used to amortize any outstanding Acquisition Loan, unless the Master Trustee is directed to do otherwise by the Named Fiduciary. The Master Trustee shall apply dividends on Employer Stock held in accounts other than in the Suspense Account (as defined in Section 16.3) as directed by the Named Fiduciary; provided, however, that no dividends on Employer Stock that is allocated to Borrower in an amount equal ESOP Feature Participant may be used to repay an Acquisition Loan unless Employer Stock with a fair market value not less than the amount of such Lender’s dividends is allocated to such ESOP Feature Participant pursuant to the terms of the ESOP Feature. Notwithstanding the foregoing, if the Master Trustee is unable to pay any such Acquisition Loan Commitment. The Borrower shall execute and deliver when due, the Master Trustee may sell unallocated shares of ESOP Stock to each such Lender one or more Acquisition Notes to evidence the Acquisition Loan. The Acquisition Loan shall be a Eurodollar Rate Loan, as further provided herein. Once repaid or prepaid, repay the Acquisition Loan may not without the direction or consent of the Named Fiduciary. Should it be re-borrowed. (ii) The Acquisition Loan shall be disbursed necessary for the Master Trustee, at the direction of the Investment Committee or otherwise, to sell any Employer Stock held in no more than two (2) installments. On the Acquisition Loan Closing DateEmployer Stock Fund to comply with any such repayment, the Borrower Master Trustee shall have the right to request, and each Lender shall fund, the first installment of the Acquisition Loan in an amount not to exceed such Lender’s Acquisition Loan Commitment (collectively, the “First Acquisition Draw”). At any time within ninety (90) days after the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, a second installment of the Acquisition Loan in an amount not to exceed (A) such Lender’s Acquisition Loan Commitment minus (B) such Lender’ share of the First Acquisition Draw (collectively, the “Second Acquisition Draw”). The Borrower shall have no right to request, and the Lenders shall have no obligation to fund, any installments of the Acquisition Loan other than the First Acquisition Draw and the Second Acquisition Draw as described above. To the extent that the aggregate amount of the First Acquisition Draw and the Second Acquisition Draw is less than $20,000,000, or in the event that the Borrower has not requested the Second Acquisition Draw prior to the expiration of the 90-day period referred to above, the Borrower shall be deemed to have automatically and irrevocably waived any right to request or receive any more funds from the Acquisition Loan. (f) Section 2.03(a)(i) of the Credit Agreement is hereby deleted in exercise its entirety and replaced with the following: (i) Subject put rights pursuant to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that the Lenders shall have no obligation to issue a Letter of Credit unless after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Loan Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate Outstanding Revolving Loan Amount of all Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Revolving Loan Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Term Loan plus such Lender’s Applicable Percentage of the Acquisition Loan shall not exceed such Lender’s Commitment, and (z) the Outstanding Revolving Loan Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed16.1. (g) Section 2.04 of the Credit Agreement is hereby amended by adding the following provisions after subsection (b):

Acquisition Loan. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (collectively, the “Acquisition Loan”) to Borrower in an amount equal to the amount of such Lender’s Acquisition Loan Commitment. The Borrower shall execute and deliver to each such Lender one or more Acquisition Notes to evidence the Acquisition Loan. The Acquisition Loan shall be a Eurodollar Rate Loan, as further provided herein. Once repaid or prepaid, the Acquisition Loan may not be re-borrowed. (ii) The Acquisition Loan shall be disbursed in no more than two (2) installments. On the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, the first installment of the Acquisition Loan in an amount not to exceed such Lender’s Acquisition Loan Commitment (collectively, the “First Acquisition Draw”). At any time within ninety (90) days after the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, a second installment of the Acquisition Loan in an amount not to exceed (A) such Lender’s Acquisition Loan Commitment minus (B) such Lender’ share of the First Acquisition Draw (collectively, the “Second Acquisition Draw”). The Borrower shall have no right to request, and the Lenders shall have no obligation to fund, any installments of the Acquisition Loan other than the First Acquisition Draw and the Second Acquisition Draw as described above. To the extent that the aggregate amount of the First Acquisition Draw and the Second Acquisition Draw is less than $20,000,000, or in the event that the Borrower has not requested the Second Acquisition Draw prior to the expiration of the 90-day period referred to above, the Borrower shall be deemed to have automatically and irrevocably waived any right to request or receive any more funds from the Acquisition Loan. (f) Section 2.03(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that the Lenders shall have no obligation to issue a Letter of Credit unless after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Loan Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate Outstanding Revolving Loan Amount of all Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Revolving Loan Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Term Loan plus such Lender’s Applicable Percentage of the Acquisition Loan shall not exceed such Lender’s Commitment, and (z) the Outstanding Revolving Loan Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (g) Section 2.04 of the Credit Agreement is hereby amended by adding the following provisions after subsection (b):

Acquisition Loan. (ia) Subject to the terms and conditions set forth hereinof this Agreement, each including without limitation Section 2.6(b), the Lender severally agrees shall make loans not exceeding $5,000,000 in the aggregate to make a term loan the Borrowers (collectively, the “"Acquisition Loan”") to Borrower in an amount equal for the purpose of financing acquisitions by the Borrowers approved by the Lender to the amount extent there is a shortfall between availability of Revolving Advances and Advances under the Term Loan (as such availability may be augmented by appraisals of the assets to be acquired, satisfactory in for and substance to the Lender’s Acquisition Loan Commitment). The Borrower shall execute and deliver to each such Lender making of any one or more Acquisition Notes Loans shall not be considered a commitment by the Lender to evidence the make any additional Acquisition Loan. The Loans except as provided in this Agreement. (b) Conditions precedent to each Advance of an Acquisition Loan shall be a Eurodollar Rate Loan, as further provided herein. Once repaid or prepaid, determined by the Acquisition Loan may not be re-borrowed. (ii) The Acquisition Loan shall be disbursed in no more than two (2) installments. On the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, the first installment of the Acquisition Loan in an amount not to exceed such Lender’s Acquisition Loan Commitment (collectively, the “First Acquisition Draw”). At any time within ninety (90) days after the Acquisition Loan Closing Date, the Borrower shall have the right to request, and each Lender shall fund, a second installment of the Acquisition Loan in an amount not to exceed (A) such Lender’s Acquisition Loan Commitment minus (B) such Lender’ share of the First Acquisition Draw (collectively, the “Second Acquisition Draw”). The Borrower shall have no right to request, and the Lenders shall have no obligation to fund, any installments of the Acquisition Loan other than the First Acquisition Draw and the Second Acquisition Draw as described above. To the extent that the aggregate amount of the First Acquisition Draw and the Second Acquisition Draw is less than $20,000,000, or in the event that the Borrower has not requested the Second Acquisition Draw prior to the expiration of the 90-day period referred to above, the Borrower shall be deemed to have automatically and irrevocably waived any right to request or receive any more funds from the Acquisition Loan. (f) Section 2.03(a)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with sole discretion, but shall include the following: (i) Subject immediately following each Acquisition Loan, the Borrowers shall have Undrawn Availability of not less than $1,000,000; (ii) any corporation or other entity acquired by the Borrower in connection with such acquisition shall join in and become a Borrower under this Agreement and the Notes and shall execute a joinder agreement satisfactory in form and substance to the Lender; (iii) the Lender shall receive a first perfected lien or security interest in all acquired assets and in the assets of any acquired corporation or other entity, and the Borrower and any acquired corporation or other entity shall execute and deliver to the Lender such mortgages, security agreements, financing statements and other agreements and documents as may be required by the Lender to perfect such liens and security interests; (iv) environmental assessments of any real estate to be acquired, satisfactory in form and substance to the Lender; and (v) appraisals of assets to be acquired and financial statements and financial projections on the business to be acquired, satisfactory in form and substance to the Lender. (c) Each Acquisition Loan shall be subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement, and shall otherwise be evidenced by and subject to the terms and conditions set forth hereinin a secured promissory note ("Acquisition Note") to be appropriately completed by the Lender and executed and delivered to the Lender by the Borrowers substantially in the form attached hereto as Exhibit 2.6. (d) The Borrowers shall repay the outstanding principal balance of the each Acquisition Loan in approximately equal consecutive monthly installments of principal commencing on the last day of the first calendar month following the advance of such Acquisition Loan, based on a five (5) year amortization schedule, and continuing throughout the entire term thereof in accordance with the provisions of the Acquisition Note, and a final installment, consisting of the entire remaining principal balance payable on the Termination Date, provided that upon any Acquisition Loan being made after the initial Acquisition Loan, (i) the installment payments shall be appropriately adjusted in order to amortize the entire remaining principal balance in approximately equal consecutive monthly installments of principal commencing on the last day of the first calendar month following the date of such additional Acquisition Loan, and continuing throughout the entire term thereof in accordance with the provisions of the Acquisition Loan, and (ii) the Borrowers shall execute and deliver to Lender a new Acquisition Note with the same maturity date but revised to reflect such new remaining prinipal balance of all outstanding Acquisition Loans and such revised installment payments, satisfactory in form and substance to Lender. (e) Interest shall accrue on the outstanding principal of each Acquisition Loan at an annual rate equal to the Acquisition Loan Rate and shall be payable monthly, commencing on the last day of the first calendar month following the date of such Acquisition Loan, and continuing throughout the entire term thereof in accordance with the provisions of the Acquisition Note and a final installment consisting of all accrued but unpaid interest payable on the Termination Date. (f) At the Borrower's request, at any time after the Amended and Restated Closing Date when no Event of Default and no Incipient Event of Default has occurred and is continuing, and subject to the terms set forth in Section 2.6 of this Agreement, the Borrowers shall have the option to borrow additional sums under the Acquisition Loan, provided that on the date of any borrowing under the Acquisition Loan, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that the Lenders shall have no obligation to issue a Letter of Credit unless after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Loan Outstandings shall not exceed the Aggregate Revolving Loan Commitments, (y) the aggregate Outstanding Revolving Loan Amount of all Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Revolving Loan Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Term Loan plus such Lender’s Applicable Percentage outstanding principal balance of the Acquisition Loan shall not exceed such Lender’s Commitmentthe lesser of (a) $5,000,000, or (b) the outstananding principal balance of Revolving Advances minus the outstanding principal of the Term Loan and (zB) the Outstanding Revolving Loan Amount sum of the L/C Obligations outstanding principal balances of the Term Loan, the Acquisition Loan and the Revolving Advances, together with the aggregate amount available to be drawn under all undrawn Letters of Credit, shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedMaximum Loan Amount. (g) Section 2.04 of the Credit Agreement is hereby amended by adding the following provisions after subsection (b):