Common use of COMMITMENT; USE OF PROCEEDS Clause in Contracts

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Commitment, and (ii) the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitments. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and the aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000. (c) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposes.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each the Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Loans in an aggregate amount outstanding at any time not to exceed the Lender’s Revolving Loan is madeCommitment. Borrower shall be entitled to borrow, (i) the aggregate principal amount of all Advances comprising repay and reborrow Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Commitment, and (ii) in accordance with the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised shall in the case of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the aggregate principal amount of each Borrowing of Revolving Loans comprised case of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser Loan amounts as shall then equal the unused amount of the Revolving Loan Commitment. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed eight; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans shall not exceed the Revolving Loan Commitment, and (ii) Lender shall not be obligated to make Revolving Loans in excess of its Revolving Loan Commitment. (c) The proceeds of the Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; andTo finance Permitted Acquisitions as described herein; (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as For working capital and for other general corporate purposes, including capital expenditures of the Consolidated Companies; (iii) To refinance and pay off in full any Funded Debt in existence as of Closing Date; (iv) To pay all transaction fees and expenses incurred in connection with this facility including Closing Fees and costs and expenses, including attorneys’ fees, of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys’ fees, of the Borrower; and (v) To pay other fees to the Lender from time to time under this Agreement including Availability Fees.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each the Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) Loans in an aggregate amount outstanding at any time not to exceed the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Loan Commitment. Borrower shall be entitled to borrow, repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised shall in the case of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and the aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $500,000, and in the case of Base Rate Advances shall be not less than $500,000 or a greater integral multiple of $100,000, or in such lesser Loan amounts as shall then equal the unused amount of the Revolving Loan Commitment. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed ten; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing and all Borrowings under the Sublimit Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lender as a group shall not exceed the Revolving Loan Commitment, and (ii) Lender shall not be obligated to make Revolving Loans in excess of its Revolving Loan Commitment. (c) The proceeds of the Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; andTo finance Permitted Acquisitions as described herein; (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as For working capital and for other general corporate purposes, including capital expenditures of the Consolidated Companies; (iii) To pay all transaction fees and expenses incurred in connection with this facility including Closing Fees and costs and expenses, including attorneys' fees, of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys' fees, of the Borrower; and (iv) To pay other fees to the Lender or Lender from time to time under this Agreement including Availability Fees.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Termination Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the Loans in an aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall outstanding at any time not to exceed such Lender's Revolving Credit Commitment, . Borrower shall be entitled to repay and (ii) reborrow Loans in accordance with the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances; provided, however, that the aggregate amount of Eurodollar Advances that may be outstanding at any time shall be limited to an amount equal to the sum of the amounts specified in clause (i) and (ii) of the definition of Borrowing Base, and any Advances in excess of such amount shall be Base Rate Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000500,000, and the aggregate principal amount of provided that each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000. At no time shall the number of Borrowings outstanding under this Article II exceed eight; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Loans of the Lenders as a group shall not exceed the Total Commitment, (ii) the aggregate principal balance of the Loans of the Lenders as a group and the principal amount outstanding with respect to the Prudential Note shall not exceed the Borrowing Base and (iii) no Lender shall be obligated to make Loans in excess of the lesser of (A) the Commitment of such Lender and (B) an amount equal to the Borrowing Base, multiplied by the principal amount such Lender's Commitment, divided by (the aggregate principal amount of the Commitments of all Lenders plus the principal amount of the Prudential Note). (c) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to To repay Refinanced Indebtedness of the Indebtedness outstanding pursuant to the Prior Agreements Consolidated Companies on the Closing Date, and to repurchase the Factored Receivables; and (ii) All other amounts shall To fund working capital needs and Capital Expenditures and to be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposes.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each the Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Loans in an aggregate amount outstanding at any time not to exceed the Lender’s Revolving Loan is madeCommitment. Borrower shall be entitled to borrow, (i) the aggregate principal amount of all Advances comprising repay and reborrow Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Commitment, and (ii) in accordance with the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised shall in the case of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the aggregate principal amount of each Borrowing of Revolving Loans comprised case of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser Loan amounts as shall then equal the unused amount of the Revolving Loan Commitment. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed eight; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing and all Borrowings under the Swingline Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lender as a group shall not exceed the Revolving Loan Commitment, and (ii) Lender shall not be obligated to make Revolving Loans in excess of its Revolving Loan Commitment. (c) The proceeds of the Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; andTo finance Permitted Acquisitions as described herein; (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as For working capital and for other general corporate purposes, including capital expenditures of the Consolidated Companies; (iii) To refinance and pay off in full any Funded Debt in existence as of Closing Date; (iv) To pay all transaction fees and expenses incurred in connection with this facility including Closing Fees and costs and expenses, including attorneys’ fees, of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys’ fees, of the Borrower; and (v) To pay other fees to the Lender or Lender from time to time under this Agreement including Availability Fees.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the Loans in an aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall outstanding at any time not to exceed such Lender's Revolving Credit Commitment, Commitment minus such Lender's Letter of Credit Exposure. Borrower shall be entitled to repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 1,500,000 or a greater integral multiple of $1,000,000250,000, and the aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 300,000 or a greater integral multiple of $100,00050,000. Notwithstanding the foregoing, all Revolving Loans made pursuant to Section 2.07 hereof shall be in an amount equal to the draw upon the Letter of Credit to be repaid with such Revolving Loan. At no time shall the number of Borrowings outstanding under this Article II exceed six; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. (c) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, Approximately $16,000,000 shall be used initially to repay the Existing Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower as working capital, to finance acquisitions permitted hereunder, for other general corporate purposes of the Borrower and to make Intercompany Loans to its Subsidiaries for acquisitions, capital expenditures and use by such Subsidiaries as working capital capital, to finance acquisitions permitted hereunder, to make other Intercompany Loans as provided herein, and for other general corporate purposespurposes of such Subsidiaries.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each the Lender severally agrees to make has made to Borrower from time on the Closing Date, the Term Loan in an aggregate amount of the Lender’s Term Loan Commitment. The Term Loan is a term loan and, therefore, Borrower shall not be entitled to time obtain any further or additional Advances on and the Term Loan after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Commitment, and (ii) the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitments. (b) Each Revolving The amount advanced on the Term Loan on the Closing Date shall be deemed to be an ABR Advance. The Term Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate ABR Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised under the Term Loan shall in the case of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the aggregate principal amount case of each Borrowing of Revolving Loans comprised of Base Rate ABR Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser amount as shall then equal the outstanding balance of the Term Loan. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article III exceed five; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of ABR Advances under the Term Loan shall be considered as one Borrowing. The parties hereto agree that the aggregate principal balance of the Term Loan shall not exceed the Term Loan Commitment. (c) The proceeds of Revolving Loans the Term Loan shall be used solely for the following purposes: (i) Initially, to To repay in full the Indebtedness outstanding pursuant to the Prior Agreements Uncommitted Line Facility on the Closing Date; andDate and a portion of the outstanding principal of the SunTrust Loan incurred in connection with the Arrowhead Acquisition; (ii) All other amounts shall be used by To pay all transaction fees and expenses incurred in connection with this facility including any fees and costs and expenses, including attorneys’ fees, of the Borrower Lender, and, with the consent of the Lender, costs and its Subsidiaries for acquisitionsexpenses, capital expenditures and as working capital and for other general corporate purposesincluding attorneys’ fees, of the Borrower.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, (i) to make the Revolving Loans; Loans as provided thatin this Section 2.1, immediately after each such (ii) to purchase participations in Standby Letters of Credit issued by the Administrative Agent for the account of the Borrower as provided in Section 2.8, and (iii) to purchase participations in the Swing Line Loans made by the Administrative Agent as provided in Section 2.1(i). Borrower shall be entitled to repay and reborrow Revolving Loan is made, Loans in accordance with the provisions hereof. (b) The sum of (i) the aggregate unpaid principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such any Lender's Revolving Credit CommitmentLoans outstanding, and plus (ii) the aggregate amount of such Lender's participations in Letter of Credit Obligations, shall not exceed at any time such Lender's Revolving Loan Commitment. (c) The sum of (i) the aggregate unpaid principal amount of all outstanding Revolving Loans Loans, plus (ii) the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount Standby Letter of all outstanding Swing Line LoansCredit Obligations, shall not exceed at any time the Total CommitmentsRevolving Loan Commitment. (bd) Each The aggregate amount of all Standby Letter of Credit Obligations shall not exceed at any time the Maximum Letter of Credit Amount. (e) The aggregate U.S. Dollar Equivalent amount of all Multicurrency Loans shall not exceed at any time the Maximum Multicurrency Loan Amount. (f) The aggregate amount of all Swing Loans shall not exceed at any time the Maximum Swing Line Loan Amount. (g) Subject to Subsection (i) below, each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances or Eurodollar LIBOR Advances). The aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Eurodollar LIBOR Advances or Multicurrency Loans shall be not less than $5,000,000 2,000,000 or a greater integral multiple of $1,000,000, 500,000 (Multicurrency Loans shall be in an Available Foreign Currency of which the U.S. Dollar Equivalent is equal to not less than such amount(s)) and the aggregate principal amount of each Borrowing of Syndicated Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 1,000,000.00 or a greater integral multiple of $100,000100,000.00 and the aggregate principal amount of each Borrowing of Swing Line Loans shall be no less than $500,000.00 or a greater integral multiple of $100,000.00. At no time shall the number of Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances, outstanding under this Article exceed eight (8); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. At no time shall the number of Multicurrency Loans outstanding under this Article II exceed six (6). The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lenders as a group shall not exceed the sum of the Revolving Loan Commitments for each Lender and (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Revolving Loan Commitment of such Lender. (ch) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as For working capital and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies; (ii) To pay all transaction fees and expenses incurred in connection with this financing including costs and expenses, including attorneys' fees of the Lenders, and, with the written consent of the Administrative Agent, costs and expenses, including attorneys' fees, of the Borrower; and (iii) To pay other fees to the Administrative Agent or Lenders from time to time under this Agreement including Commitment Fees, Letter of Credit Fees and any other administrative fees due the Administrative Agent. (i) Subject to the further provisions of this Subsection, the Swing Loans shall be made solely by the Administrative Agent. Upon the occurrence of an Event of Default, each Lender shall purchase from the Administrative Agent its Pro-Rata Share of the outstanding Swing Line Loans. The Swing Line Lender shall not be required to extend any Swing Line Loans to the extent, and the amount outstanding on Swing Line Loans shall be reduced, to the extent that the sum of the Swing Line Loans requested or made and the amount of Revolving Loans extended by the Swing Line Lender exceed in the aggregate the Swing Line Lender's Revolving Loan Commitment.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each the Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) Loans in an aggregate amount outstanding at any time not to exceed the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Loan Commitment. Borrower shall be entitled to borrow, repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised shall in the case of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the aggregate principal amount of each Borrowing of Revolving Loans comprised case of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser Loan amounts as shall then equal the unused amount of the Revolving Loan Commitment. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed eight; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans shall not exceed the Revolving Loan Commitment, and (ii) Lender shall not be obligated to make Revolving Loans in excess of its Revolving Loan Commitment. (c) The proceeds of the Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; andTo finance Permitted Acquisitions as described herein; (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as For working capital and for other general corporate purposes, including capital expenditures of the Consolidated Companies; (iii) To refinance and pay off in full any Funded Debt in existence as of Closing Date; (iv) To pay all transaction fees and expenses incurred in connection with this facility including Closing Fees and costs and expenses, including attorneys' fees, of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys' fees, of the Borrower; and (v) To pay other fees to the Lender from time to time under this Agreement including Availability Fees.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior during the Revolving Period, to make the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender as provided in this Section. Borrower shall not exceed such Lender's Revolving Credit Commitment, be entitled to repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) The sum of the aggregate unpaid principal amount of any Lender's Revolving Loans outstanding shall not exceed at any time such Lender's Revolving Loan Commitment. (c) The sum of the aggregate unpaid principal amount of all Revolving Loans shall not exceed at any time the total Revolving Loan Commitment for all Lenders. (d) Each Revolving Loan shall, shall at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar LIBOR Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar LIBOR Advances shall be not less than $5,000,000 500,000 or a greater integral multiple of $1,000,000, and the 100,000. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple multiples of $100,000. At no time shall the number of Borrowings of Revolving Loans comprised of LIBOR Advances outstanding under this Article exceed six (6); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lenders as a group shall not exceed the sum of the Revolving Loan Commitments for each Lender, (ii) no Lender shall be obligated to make Revolving Loans in excess of the Revolving Loan Commitment of such Lender, (iii) at no time will the principal amount outstanding and/or requested for the acquisition of Equipment by the Obligors exceed Fifteen Million and no/100s Dollars ($15,000,000.00), and (iv) at no time shall the Letter of Credit Obligations exceed Two Million and no/100s Dollars ($2,000,000.00). (ce) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Refinanced Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries , for acquisitions, capital expenditures and as working capital and for other general corporate purposes, including acquisitions, capital expenditures and equipment purchases of the Borrower and the Restricted Subsidiaries and advances to members of the International Group which shall comprise Restricted Payments. On the Closing Date proceeds of the Revolving Loans will be advanced to repay the Refinanced Indebtedness in full.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Termination Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the Loans in an aggregate principal amount of all Advances comprising Revolving Loans made by such Lender shall outstanding at any time not to exceed such Lender's Revolving Credit Loan Commitment, . Borrower shall be entitled to repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Credit Advances (as Base Rate Advances Advances, CD Rate Advances, or Eurodollar Advances) or Competitive Bid Rate Revolving Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 2,000,000 or a greater integral multiple of $1,000,000100,000, and the aggregate principal amount of provided that each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 250,000 or a greater integral multiple of $100,00010,000. At no time shall the number of Borrowings outstanding under this Article II exceed six; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans (including the Competitive Bid Rate Revolving Loans) of the Lenders as a group shall not exceed the Total Revolving Commitments, (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Commitment of such Lender, (iii) no Lender shall be obligated hereunder to extend Competitive Bid Rate Revolving Loans or to make quotes for such Loans, (iv) a Bank may elect, in its discretion, to extend Competitive Bid Rate Revolving Loans which, either alone or together with the Syndicate Loans of such Bank, exceed the Commitment of such Lender and (v) the Competitive Bid Rate Revolving Loans (if any) extended by a Bank shall reduce the Commitment of such Bank by the amount of such Competitive Bid Rate Revolving Loans so extended (but not below zero). (c) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital purposes and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior during the Revolving Period, to make the Maturity Date, Revolving Loans; Loans as provided that, immediately after each in this Section 2.1. Borrower shall be entitled to repay and reborrow Revolving Loans in accordance with the provisions hereof. (b) The sum of the aggregate unpaid principal amount of any Lender's Revolving Loans outstanding shall not exceed at any time such Lender's Revolving Loan is made, Commitment. (ic) The sum of the aggregate unpaid principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such Lender's at any time the total Revolving Credit Commitment, and (ii) the aggregate principal amount of Loan Commitment for all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total CommitmentsLenders. (bd) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances or Eurodollar LIBOR Advances). The aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Eurodollar Base Rate Advances and/or LIBOR Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and . At no time shall the aggregate principal amount number of each Borrowing Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances outstanding under this Article II exceed eight (8); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lenders as a group shall not less than $1,000,000 or a greater integral multiple exceed the sum of $100,000the Revolving Loan Commitments for each Lender and (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Revolving Loan Commitment of such Lender. (ce) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies; provided, however that ----------------- none of the proceeds of the Revolving Loans may be used to fund hostile takeovers.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior during the Revolving Period, (i) to make the Maturity DateRevolving Loans as provided in this Section 2.1, and (ii) to purchase participations in Standby Letters of Credit and Revolving Loans; Trade Letters of Credit issued by the Administrative Agent for the account of the Borrower as provided that, immediately after each such in Section 2.8. Borrower shall be entitled to repay and reborrow Revolving Loan is made, Loans in accordance with the provisions hereof. (b) The sum of (i) the aggregate unpaid principal amount of all Advances comprising any Lender's Syndicate Revolving Loans made by such Lender shall not exceed such Lender's Revolving Credit Commitmentoutstanding, and plus (ii) the aggregate amount of such Lender's participations in Letter of Credit Obligations, shall not exceed at any time such Lender's Revolving Loan Commitment. (c) The sum of (i) the aggregate unpaid principal amount of all outstanding Revolving Loans Loans, plus (ii) the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount Standby Letter of all outstanding Swing Line LoansCredit Obligations and Revolving Trade Letter of Credit Obligations, shall not exceed at any time the Total Commitmentstotal Revolving Loan Commitments for all Lenders. (bd) The aggregate amount of all Standby Letter of Credit Obligations and Revolving Trade Letter of Credit Obligations shall not exceed at any time the Maximum Letter of Credit Amount. (e) Each Revolving Loan (other than Competitive Bid Revolving Loans) shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances or Eurodollar Advances). The aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and the aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000. Each Competitive Bid Revolving Loan shall be not less than $1,000,000 or a greater integral multiple of $100,000. At no time shall the number of Borrowings of Syndicate Revolving Loans comprised of Eurodollar Advances outstanding under this Article II exceed twelve (12); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans (including the Competitive Bid Revolving Loans) of the Lenders as a group shall not exceed the sum of the Revolving Loan Commitment for each Lender, (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Revolving Loan Commitment of such Lender, (iii) no Lender shall be obligated hereunder to extend Competitive Bid Revolving Loans or to make quotes for such Loans, (iv) a Lender may elect, in its discretion, to extend Competitive Bid Revolving Loans which, notwithstanding the Syndicate Revolving Loans and Letter of Credit Obligations of such Lender, exceed the Revolving Loan Commitment of such Lender and (v) the Competitive Bid Revolving Loans (if any) extended by a Lender shall not, while outstanding, reduce the Commitment of such Lender to make Syndicate Revolving Loans or to purchase participations in Letter of Credit Obligations based upon the Lender's Pro Rata Share of Revolving Loan Commitment even if such purchase or Syndicate Revolving Loan would exceed the amount of such Lender's Revolving Loan Commitment set forth opposite such Lender's name on the signature page hereof. (cf) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Termination Date, (i) to make the Revolving Loans; Loans as provided that, immediately after each such in this Section 2.1 and (ii) to purchase participations in Standby Letters of Credit issued by the Agent for the account of the Borrower as provided in Section 2.8. Borrower shall be entitled to repay and reborrow Revolving Loan is made, Loans in accordance with the provisions hereof. (b) The sum of (i) the aggregate unpaid principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such any Lender's Revolving Credit CommitmentLoans outstanding, and plus (ii) the aggregate amount of such Lender's participations in Letter of Credit Obligations, shall not exceed at any time such Lender's Revolving Loan Commitment. (c) The sum of (i) the aggregate unpaid principal amount of all outstanding Revolving Loans Loans, plus (ii) the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount Standby Letter of all outstanding Swing Line LoansCredit Obligations, shall not exceed at any time the Total CommitmentsRevolving Loan Commitment. (bd) The aggregate amount of all Standby Letter of Credit Obligations shall not exceed at any time the Maximum Letter of Credit Amount. (e) The aggregate U.S. Dollar Equivalent amount of all Multicurrency Loans shall not exceed at any time the Maximum Multicurrency Loan Amount. (f) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances or Eurodollar LIBOR Advances). The aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Eurodollar LIBOR Advances or Multicurrency Loans shall be not less than $5,000,000 2,000,000 or a greater integral multiple of $1,000,000, 500,000 (Multicurrency Loans shall be in an Available Foreign Currency of which the U.S. Dollar Equivalent is equal to not less than such amount(s)) and the aggregate principal amount of each Borrowing of Syndicated Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 1,000,000.00 or a greater integral multiple of $100,000100,000.00. At no time shall the number of Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances, outstanding under this Article II exceed eight (8); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. At no time shall the number of Multicurrency Loans outstanding under this Article II exceed six (6). The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lenders as a group shall not exceed the sum of the Revolving Loan Commitments for each Lender and (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Revolving Loan Commitment of such Lender. (cg) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as For working capital and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies; (ii) To pay all transaction fees and expenses incurred in connection with this financing including costs and expenses, including the Up Front Fee, attorneys' fees of the Lenders, and, with the written consent of the Agent, costs and expenses, including attorneys' fees, of the Borrower; and (iii) To pay other fees to the Agent or Lenders from time to time under this Agreement including Commitment Fees, Letter of Credit Fees and any other administrative fees due the Agent.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior during the Revolving Period, to make the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender as provided in this SECTION 2. 1. Borrower shall not exceed such Lender's Revolving Credit Commitment, be entitled to repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) The aggregate unpaid principal amount of any Lender's Syndicate Revolving Loans outstanding shall not exceed at any time such Lender's Revolving Loan Commitment. (c) The aggregate unpaid principal amount of all Revolving Loans shall not exceed at any time the total Revolving Loan Commitments for all Lenders. (d) Each Revolving Loan (other than Competitive Bid Revolving Loans) shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances or Eurodollar Advances). The aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and the aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000. Each Competitive Bid Revolving Loan shall be not less than $1,000,000 or a greater integral multiple of $100,000. At no time shall the number of Borrowings of Syndicate Revolving Loans comprised of Eurodollar Advances outstanding under this ARTICLE II exceed twelve (12); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans (including the Competitive Bid Revolving Loans) of the Lenders as a group shall not exceed the sum of the Revolving Loan Commitment for each Lender, (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Revolving Loan Commitment of such Lender, (iii) no Lender shall be obligated hereunder to extend Competitive Bid Revolving Loans or to make quotes for such Loans, (iv) a Lender may elect, in its discretion, to extend Competitive Bid Revolving Loans which, notwithstanding the Syndicate Revolving Loans of such Lender, exceed the Revolving Loan Commitment of such Lender and (v) the Competitive Bid Revolving Loans (if any) extended by a Lender shall not, while outstanding, reduce the Commitment of such Lender to make Syndicate Revolving Loans based upon the Lender's Pro Rata Share of Revolving Loan Commitment even if such purchase or Syndicate Revolving Loan would exceed the amount of such Lender's Revolving Loan Commitment set forth opposite such Lender's name on the signature page hereof. (ce) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each the Lender severally agrees to make has made to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Term Loan in an aggregate amount of the Lender’s Term Loan Commitment. The Term Loan is madea term loan and, (i) the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender therefore, Borrower shall not exceed such Lender's Revolving Credit Commitment, and be entitled to obtain any further or additional Advances on the Term Loan after the Closing Date (ii) the aggregate principal amount of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsunless Borrower exercises its option in Subsection 3.4 hereof). (b) Each Revolving The amount advanced on the Term Loan on the Closing Date shall be deemed to be a Eurodollar Advance. The Term Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised under the Term Loan shall in the case of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the aggregate principal amount of each Borrowing of Revolving Loans comprised case of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser amount as shall then equal the outstanding balance of the Term Loan. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article III exceed five; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Term Loan shall be considered as one Borrowing. The parties hereto agree that the aggregate principal balance of the Term Loan shall not exceed the Term Loan Commitment. (c) The proceeds of Revolving Loans the Term Loan shall be used solely for the following purposes: (i) Initially, to repay To finance the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; andArrowhead Acquisition; (ii) All other amounts shall be used by To pay all transaction fees and expenses incurred in connection with this facility including Closing Fees and costs and expenses, including attorneys’ fees, of the Borrower Lender, and, with the consent of the Lender, costs and its Subsidiaries for acquisitionsexpenses, capital expenditures and as working capital and for other general corporate purposesincluding attorneys’ fees, of the Borrower.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Termination Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) to make the aggregate principal amount of all Advances comprising Revolving Loans made by such Lender as provided in this Section 2.1. Borrower shall not exceed such Lender's Revolving Credit Commitment, be entitled to repay and (ii) the aggregate principal amount of all outstanding reborrow Revolving Loans plus in accordance with the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total Commitmentsprovisions hereof. (b) Each The sum of the aggregate unpaid principal amount of any Lender's Revolving Loans outstanding shall not exceed at any time such Lender's Revolving Loan Commitment. (c) The sum of the aggregate unpaid principal amount of all Revolving Loans shall not exceed at any time the Total Commitment for all Lenders. (d) Except as set forth below in Section 2.4, with respect to Swingline Loans, each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances or Eurodollar LIBOR Advances). The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and the aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 1,000,000.00 or a greater integral multiple of $100,000100,000.00 and LIBOR Advances shall be not less than $5,000,000.00 or a greater integral multiple of $1,000,000.00. At no time shall the number of Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances outstanding under this Article 2 exceed fifteen (15); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. In the case of SunTrust, its obligation to make Syndicate Revolving Loans consisting of Base Rate Advances and LIBOR Advances shall be reduced by the aggregate outstanding principal amount of Swingline Advances from time to time. (ce) The Except as set forth below in Section 2.4 with respect to Swingline Loans, the proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposespurposes of the Borrower, including acquisitions, capital expenditures and to buy back stock of the Borrower.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans; provided that, immediately after each such Revolving Loan is made, (i) the aggregate principal amount of all Advances comprising such Lender's Revolving Loans made by such Lender shall Credit Exposure does not exceed such Lender's Revolving Credit Commitment, Commitment and (ii) the sum of the aggregate principal amount Revolving Credit Exposures of all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall Lenders does not exceed the Total CommitmentsRevolving Credit Commitments of all Lenders. (b) Each Subject to Section 4.1(b) each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans comprised of Eurodollar Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and the aggregate principal amount of each Borrowing of Revolving Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000. (c) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness obligations outstanding pursuant to the Prior Agreements Agreement on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitionsPermitted Acquisitions, share repurchases, capital expenditures and as working capital and for other general corporate purposes.

COMMITMENT; USE OF PROCEEDS. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees to make to Borrower from time to time on and after the Closing Date, but prior during the Revolving Period, to make the Maturity Date, Revolving Loans; Loans as provided that, immediately after each in this Section 2.1. Borrower shall be entitled to repay and reborrow Revolving Loans in accordance with the provisions hereof. (b) The sum of the aggregate unpaid principal amount of any Lender's Revolving Loans outstanding shall not exceed at any time such Lender's Revolving Loan is made, Commitment. (ic) The sum of the aggregate unpaid principal amount of all Advances comprising Revolving Loans made by such Lender shall not exceed such Lender's at any time the total Revolving Credit Commitment, and (ii) the aggregate principal amount of Loan Commitment for all outstanding Revolving Loans plus the aggregate principal amount of all Competitive Bid Rate Advances plus the aggregate principal amount of all outstanding Swing Line Loans, shall not exceed the Total CommitmentsLenders. (bd) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Syndicate Revolving Loans (as Base Rate Advances, LIBOR Advances or Eurodollar BA Rate Advances). The aggregate principal amount of each Borrowing of Syndicate Revolving Loans comprised of Eurodollar Base Rate Advances, LIBOR Advances and/or BA Rate Advances shall be not less than $5,000,000 or a greater integral multiple of $1,000,000, and . At no time shall the aggregate principal amount number of each Borrowing Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances outstanding under this Article II exceed six (6); provided that, for the purpose of determining the minimum amount for Borrowings resulting from conversions or continuations, all Borrowings of Base Rate Advances under this Facility shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans of the Lenders as a group shall not less than $1,000,000 or a greater integral multiple exceed the sum of $100,000the Revolving Loan Commitments for each Lender and (ii) no Lender shall be obligated to make Syndicate Revolving Loans in excess of the Revolving Loan Commitment of such Lender. (ce) The proceeds of Revolving Loans shall be used solely for the following purposes: (i) Initially, to repay the Indebtedness outstanding pursuant to the Prior Agreements on the Closing Date; and (ii) All other amounts shall be used by the Borrower and its Subsidiaries for acquisitions, capital expenditures and as working capital and for other general corporate purposes, including acquisitions and capital expenditures of the Consolidated Companies.