Common use of Loans and Reserves Clause in Contracts

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. Each Lender agrees, severally and not jointly, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to timetime during the period from the date hereof to but not including the last day of the Term, as requested by Borrower VEI, on behalf of all Borrowers, in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (i) such Lender's Revolving Loan Commitment minus the product of such Lender's Revolving Loan Percentage and the LC Amount minus the product of such Lender's Revolving Loan Percentage and Reserves established pursuant to the immediately following sentence, if any and (ii) (x) the product of such Lender's Revolving Loan Percentage and (y) an amount equal to the Borrowing Base at such time minus the LC Amount and reservesminus Reserves established pursuant to the immediately following sentence, if any. Lender Agent shall have the right to (and with respect to the items referred to in clauses (vi), (vii) and (viii) below shall unless otherwise directed by all Lenders) establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriateappropriate in its reasonable credit judgment, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, including without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventorypotential dilution related to Accounts; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (viv) amounts owing by a Borrower to any Person to the extent secured by a Lien (other than a Permitted Lien) on, or trust over, any Property of a Borrower; (v) amounts owing by any Borrower in connection with Product Obligations; (vi) an availability reserve ("Availability Reserve") of Three Million Dollars ($3,000,000); (vii) a reserve in an amount equal to the total unpaid portion of all payments scheduled to be made under Borrowers' trade creditor restructuring plan within the twelve (12) months following the Closing Date (such amount is estimated to equal $1,100,246 as of the Closing Date); (viii) a reserve in the amount of One Million Two Hundred Thousand Dollars ($1,200,000) to insure payment of certain accrued liabilities previously disclosed to Lenders; and (viix) such other matters, specific events, conditions or contingencies as to which LenderAgent, in its reasonable credit judgment, determines reserves should be established from time to time hereunderhereunder (collectively, "Reserves"). The Reserves established pursuant to clause (vi), (vii) and (viii) above shall not be reduced or eliminated except with the consent of all Lenders, or with respect to the Reserves established pursuant to clauses (vii) and (viii) above by payment or reduction of the applicable expense or Indebtedness. Notwithstanding the foregoing, Agent shall not establish any Reserves in respect of any matters relating to any items of Collateral that have been excluded or deducted in determining Eligible Accounts or Eligible Government Accounts, as applicable. The Revolving Credit Loans shall be further evidenced by repayable in accordance with the terms of the Revolving Credit Note Notes and shall be secured by all of the Collateral.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by the Designated Borrower in the manner set forth in subsection Section 3.1.1 and, in the case of LIBOR advances, Section 3.1.4 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (i) the Borrowing Base at such time time, minus the LC Amount and reserves, if any, including, without limitation, reserves for Environmental Claims and (ii) $10,000,000. Lender shall have the right to establish reserves in its reasonable judgment in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s businessBorrowers' businesses; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower Borrowers to any Person to the extent secured by a Lien on, or trust over, any Property of any Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable credit judgment, determines reserves should be established from time to time hereunder, including, without limitation, Environmental Claims. The Revolving Notwithstanding the amount of the Maximum Credit Facility referred to above and anything to the contrary stated in this Agreement, if the aggregate of all Loans shall be further outstanding hereunder (x) exceeds at any time $25,000,000 (the "Minimum Credit Facility") and (y) are not fully collateralized as evidenced by the Revolving Borrowing Base Certificate, the Borrowers shall forthwith fully cash collateralize any and all such excess amounts and/or such shortfalls in Collateral, in a manner acceptable to the Lender in its reasonable discretion, up to the Maximum Credit Note and Facility. The Maximum Credit Facility shall be secured evidenced by all the Umbrella Note, subject to the terms and conditions of this Agreement. The Borrowers may borrow, repay and reborrow the CollateralRevolving Loans. Each Borrower shall be jointly and severally liable for the Obligations.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower EPI from time to time, as requested by Borrower EPI in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the EPI Borrowing Base at such time. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to PPI from time minus to time, as requested by PPI in the LC Amount and reservesmanner set forth in Section 3.1.1 hereof, if anyup to a maximum principal amount at any time outstanding equal to the PPI Borrowing Base at such time. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to APP from time to time, as requested by APP in the manner set forth in subsection 3.1.1 hereof up to a maximum principal amount at any time outstanding equal to the APP Borrowing Base at such time. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (vii) amounts owing by any Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrowerany Borrower and Borrowers have not already established funded reserves over which Lender has a security interest; and (viiii) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender’s “Revolving Credit Loan Commitment”), pursuant to the terms hereof, shall be the amount set below such Lender’s name on the signature pages hereof. The percentage equal to the quotient of (x) each Lender’s Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender’s “Revolving Credit Percentage”. Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in accordance with the manner set forth in subsection 3.1.1 terms of Section 3.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time minus multiplied by (B) such Lender’s Revolving Credit Percentage. It is expressly understood and agreed that Agent and Lenders may use the LC Amount Borrowing Base as a maximum ceiling on Revolving Credit Loans outstanding to Borrower at any time. If the unpaid balance of the Revolving Credit Loans should exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and reserves, if anyentitled to all the benefits thereof. Lender In no event shall Lenders be required to make a Revolving Credit Loan at any time that there exists a Default or an Event of Default. Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriateappropriate in the reasonable exercise of Agent’s credit judgment, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (vi) such other matters, events, conditions or contingencies from time to time hereunder as to which LenderAgent, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.”

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection SUBSECTION 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus MINUS the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection SUBSECTION 1.1.1, including, without limitation, with respect to (iI) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (iiII) shrinkage, spoilage and obsolescence of Inventory; (iiiIII) slow moving Inventory; (ivIV) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (vV) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (viVI) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. Each Lender agreesagrees severally, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower Borrowers in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to such Lender's Pro Rata Percentage of the Borrowing Base at such time minus the LC Amount and less reserves, if any. Lender No Lender's portion of the Loans shall at any time exceed its respective Pro Rata Share. Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, without limitation, with respect to to: (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower Borrowers to any Person to the extent secured by a Lien (other than a Permitted Lien) on, or trust over, any Property Collateral of BorrowerBorrowers; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender's "Revolving Credit Loan Commitment"), pursuant to the terms hereof, shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is Fifty Million Dollars ($50,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender's "Revolving Credit Percentage". Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time minus the LC Amount and reserves, if any, multiplied by (B) such Lender's Revolving Credit Percentage. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to to: (i) price adjustments, rebates, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of BorrowerBorrower (other than a Permitted Lien); (vi) amounts owing by Borrower in connection with Product Obligations; and (vivii) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans In the event that Agent establishes any such reserve, Agent shall be further evidenced by the Revolving Credit Note notify Borrower of such event and shall be secured by all discuss with Borrower the facts and circumstances giving rise to the establishment of the Collateralany such reserve."

Loans and Reserves. Lender agrees, for so long as no Default ------------------ or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower D&K for itself or as agent for the Borrowers in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and ----- reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1subsection, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by any Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of such Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Borrowers may, from time to time, enter into contracts or hedging programs, which provide certain protections with respect to interest rate fluctuations. Lender may, from time to time (but has no obligation to), provide certain limited financial assurance to the provider of such products. In addition to the foregoing, and notwithstanding anything herein to the contrary, if Lender provides any such assurances, Lender may, in its sole discretion, establish reserves for any and all obligations, direct or indirect, liquidated or contingent, incurred by Lender in connection with Borrowers, or either of them obtaining or Lender guaranteeing any interest rate protection or hedging products (such obligations of Lender are sometimes herein collectively referred to as "Interest Rate Protection Obligations"), and (x) ------------------------------------ without, in any way limiting any liability or other obligations which Borrowers shall have to Lender under any other document, instrument or agreement, Borrowers shall be jointly and severally liable to Lender to reimburse Lender for all Interest Rate Protection Obligations incurred by Lender in connection with such products and Lender may reimburse itself for any Interest Rate Protection Obligations by making a Revolving Credit Loans Loan without request, approval or consent of Borrowers, and (y) the obligations of Borrowers to reimburse Lender for Interest Rate Protection Obligations are, without limitation, "Obligations", as defined in this Agreement, and (z) no Interest Rate Protection Obligations shall be further evidenced by extend beyond the Revolving Credit Note and shall be secured by all of the CollateralOriginal Term.

Loans and Reserves. (A) The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lendxx'x "REVOLVING CREDIT LOAN COMMITMENT"), pursuant to the terms hereof, shall be the amount set below such Lendxx'x xame on the signature pages hereof or in the most recent Assignment and Acceptance Agreement, if any, executed by such Lender. The aggregate principal amount of the Revolving Credit Loan Commitments is Eight Million Dollars ($8,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lendxx'x "REVOLVING CREDIT PERCENTAGE". Subject to all of the terms and conditions of this Agreement, each Lender agrees, severally, but not jointly and for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower Borrowers in accordance with the manner set forth in subsection 3.1.1 hereofterms of SECTION 3.1, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time minus time, multiplied by (B) such Lendxx'x Xevolving Credit Percentage. It is expressly understood and agreed that Agent and Lendxxx xxx use the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, Borrowing Base as Lender shall deem necessary or appropriate, against the amount of a maximum ceiling on Revolving Credit Loans which outstanding to Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in at any time. If the ordinary course unpaid balance of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Loan Account as the Revolving Credit Loans under should exceed the ceiling so determined or any section of other limitation set forth in this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced nevertheless constitute Obligations that are secured by the Revolving Credit Note Collateral and shall be secured by entitled to all of the Collateral.benefits

Loans and Reserves. (A) The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender's "Revolving Credit Loan Commitment"), pursuant to the terms hereof, shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is Sixty-Five Million Dollars ($65,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender's "Revolving Credit Percentage". Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in accordance with the manner set forth in subsection 3.1.1 terms of Section 3.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time, multiplied by (B) such Lender's Revolving Credit Percentage. It is expressly understood and agreed that Agent and Lenders may use the Borrowing Base as a maximum ceiling on Revolving Credit Loans outstanding to Borrower VPCHI01/#254442.6 2/2/98 1 at any time. If the unpaid balance of the Revolving Credit Loans should exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all the benefits thereof. In no event shall Lenders be required to make a Revolving Credit Loan at any time minus that there exists a Default or an Event of Default. Notwithstanding the LC Amount and reservesforegoing provisions of this Section 1.1.1, if any. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums which Agent reasonably believes will be chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section Section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (viii) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable credit judgmentdiscretion, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral, upon such notice to Borrower as is commercially practical.

Loans and Reserves. Each Lender agrees, severally and not ------------------ jointly, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to timetime during the period from the date hereof to but not including the last day of the Term, as requested by Borrower VEI, on behalf of all Borrowers, in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (i) such Lender's Revolving Loan Commitment minus the product of such Lender's ----- Revolving Loan Percentage and the LC Amount minus the product of such Lender's ----- Revolving Loan Percentage and Reserves established pursuant to the immediately following sentence, if any and (ii) (x) the product of such Lender's Revolving Loan Percentage and (y) an amount equal to the Borrowing Base at such time minus ----- the LC Amount and reservesminus Reserves established pursuant to the immediately following ----- sentence, if any. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriateappropriate in its reasonable credit judgment, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, including without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventorypotential dilution related to Accounts; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (viv) amounts owing by a Borrower to any Person to the extent secured by a Lien (other than a Permitted Lien) on, or trust over, any Property of a Borrower; (v) amounts owing by any Borrower in connection with Product Obligations; and (vi) such other matters, specific events, conditions or contingencies as to which LenderAgent, in its reasonable credit judgment, determines reserves should be established from time to time hereunderhereunder (collectively, "Reserves"). The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.Notwithstanding the

Loans and Reserves. The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender's "Revolving Credit Loan Commitment"), pursuant to the terms hereof, shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is Fifty Million Dollars ($50,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender's "Revolving Credit Percentage". Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time minus the LC Amount and reserves, if any, multiplied by (B) such Lender's Revolving Credit Percentage. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to to: (i) price adjustments, rebates, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of BorrowerBorrower (other than a Permitted Lien); and (vi) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans In the event that Agent establishes any such reserve, Agent shall be further evidenced by the Revolving Credit Note notify Borrower of such event and shall be secured by all discuss with Borrower the facts and circumstances giving rise to the establishment of the Collateralany such reserve.

Loans and Reserves. Lender agrees, during the term of this Agreement and for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Technical Products from time to time, as requested by Borrower in the manner set forth in subsection SECTION 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus MINUS the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Technical Products may otherwise request under this subsection 1.1.1SECTION 1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Technical Products' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; (vi) all amounts of past due rent or other charges owing at such time by Borrower to any Landlord of any premises where any of the Collateral is located; and (vivii) such other matters, events, conditions or contingencies as to which Lender, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested or as deemed requested by Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; (vi) rent to landlords who have not delivered a landlord's waiver to Lender; and (vivii) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. Each Lender severally agrees, for so long as no Default or Event of Default existsexists and subject to the terms of this Agreement, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower Borrowers in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to such Lender's Revolving Credit Commitment; provided, however, that Lenders xxxxx have no obligations to Borrowers whatsoever to make any Revolving Credit Loan if at the time of the proposed funding thereof the aggregate principal amount of all of the Revolving Credit Loans plus pending and requested Revolving Credit Loans exceeds or would exceed, after giving effect to such request, the Borrowing Base at such time minus the LC Amount and reserves, if any. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem reasonably necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower Borrowers to any Person to the extent secured by a Lien on, or trust over, any Property of BorrowerBorrowers including, without limitation pursuant to the Perishable Agricultural Commodities Act (7 USC ss. 499 et seq.) and the Packers and Stockyards Act (7 USC ss. 196 et seq.); and (vi) such other matters, events, conditions or contingencies as to which LenderAgent , in its reasonable credit judgment, determines determine reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note Notes issued to each Lender in the amount of their respective Commitments and shall be secured by all of the Collateral.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default existsexists and subject to the satisfaction of the applicable conditions precedent set forth in Sections 9 and 9A, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of (a) the Maximum Amount minus the LC Amount, or (b) the Borrowing Base at such time minus the LC Amount Amount, and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary in good faitx xxxx xxxessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender's "Revolving Credit Loan Commitment"), pursuant to the terms hereof, shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is Fifty Million Dollars ($50,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender's "Revolving Credit Percentage". Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in accordance with the manner set forth in subsection 3.1.1 terms of Section 3.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time, multiplied by (B) such Lender's Revolving Credit Percentage. It is expressly understood and agreed that Agent and Lenders may use the Borrowing Base as a maximum ceiling on Revolving Credit Loans outstanding to Borrower at any time. If the unpaid balance of the Revolving Credit Loans should exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all the benefits thereof. In no event shall Lenders be required to make a Revolving Credit Loan at any time minus the LC Amount and reserves, if anythat there exists a Default or an Event of Default. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section Section of this Agreement; (vii) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of BorrowerBorrower and Borrower has not already established funded reserves over which Agent, for its benefit and the ratable benefit of Lenders, has a security interest; and (viiii) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if any. The Revolving Credit Loan may be evidenced by one or more Promissory Notes in the form of Exhibit "A" attached hereto (the "Revolving Note (s)"). Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriateappropriate in its reasonable credit judgement, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (viv) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of BorrowerBorrower (except for the Permitted Liens); and (viv) such other matters, events, conditions or contingencies as to which Lender, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender’s “Revolving Credit Loan Commitment”), pursuant to the terms hereof, shall be the amount set below such Lender’s name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is Sixty Million Dollars ($60,000,000). The percentage equal to the quotient of (x) each Lender’s Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender’s “Revolving Credit Percentage”. Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection Subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time minus the LC Amount and reserves, if any, multiplied by (B) such Lender’s Revolving Credit Percentage. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Subsection 1.1.1, including, without limitation, with respect to to: (i) price adjustments, rebates, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of BorrowerBorrower (other than a Permitted Lien); (vi) amounts owing by Borrower in connection with Product Obligations; and (vivii) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans In the event that Agent establishes any such reserve, Agent shall be further evidenced by the Revolving Credit Note notify Borrower of such event and shall be secured by all discuss with Borrower the facts and circumstances giving rise to the establishment of the Collateralany such reserve.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower D&K for itself or as agent for the Borrowers in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1subsection, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by any Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of such Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Borrowers may, from time to time, enter into contracts or hedging programs, which provide certain protections with respect to interest rate fluctuations. Lender may, from time to time (but has no obligation to), provide certain limited financial assurance to the provider of such products. In addition to the foregoing, and notwithstanding anything herein to the contrary, if Lender provides any such assurances, (w) and (A) such assurances are in favor of a Person other than the Bank, or (B) a Default or Event of Default exists at any time, Lender may, in its sole discretion, establish reserves for any and all obligations, direct or indirect, liquidated or contingent, incurred by Lender in connection with Borrowers, or either of them obtaining or Lender guaranteeing any interest rate protection or hedging products (such obligations of Lender are sometimes herein collectively referred to as "Interest Rate Protection Obligations"), and (x) without, in any way limiting any liability or other obligations which Borrowers shall have to Lender under any other document, instrument or agreement, Borrowers shall be jointly and severally liable to Lender to reimburse Lender for all Interest Rate Protection Obligations incurred by Lender in connection with such products and Lender may reimburse itself for any Interest Rate Protection Obligations by making a Revolving Credit Loans Loan without request, approval or consent of Borrowers, and (y) the obligations of Borrowers to reimburse Lender for Interest Rate Protection Obligations are, without limitation, "Obligations", as defined in this Agreement, and (z) no Interest Rate Protection Obligations shall be further evidenced by extend beyond the Revolving Credit Note and shall be secured by all of the CollateralOriginal Term.

Loans and Reserves. Lender Xxxxxx agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower ACPI in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of a Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against a Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by a Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of a Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunderhereunder except that Xxxxxx shall not establish Reserves in respect of any matters relating to any items of Collateral that have been taken into account in determining Eligible Accounts or Eligible Inventory. The Revolving Credit Loans shall Borrowers agree that a reserve equal to one month's rent will be further evidenced by established and remain in place under this subsection 1.1.1 with respect to any leased location where any Collateral is now or may hereafter be located if Borrowers have not obtained a landlord's agreement from the Revolving Credit Note lessor of such premises in form and shall be secured by all of the Collateralsubstance satisfactory to Lender.

Loans and Reserves. Each Lender agrees, severally, for so long as no Default or Event of Default exists, and provided that the Control Agreements with respect to the Lockbox Accounts and Concentration Accounts have been executed, to make Revolving Credit Loans to Borrower Borrowers from time to timetime until the Revolving Credit Maturity Date, as requested by Borrower Borrowing Agent in the manner set forth in subsection 3.1.1 hereof, up to a maximum aggregate principal amount at any time outstanding equal to such Lender's Pro Rata Percentage multiplied by the sum of (i) the Borrowing Base at such time minus (ii) the sum of (x) the LC Amount and (y) reserves, if any, established pursuant to this subsection 1.1.1. Lender No Lender's portion of the Revolving Credit Loans shall at any time exceed its respective Pro Rata Share. Agent shall have the right to establish reserves in such amounts, amounts and with respect to such the following matters, as Lender Agent shall deem necessary or appropriate, appropriate against the amount of Revolving Credit Loans which Borrower Borrowers (through Borrowing Agent) may otherwise request under this subsection 1.1.1, including, without limitation, with respect to : (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (viii) amounts owing by Borrower Borrowers to any Person to the extent secured by a Lien on, or trust over, any Property Collateral of Borrowerany Borrower (except for amounts secured by Liens permitted under subsections 8.2.5(d) and (e)); and (viiv) such other matters, events, conditions or contingencies as to which Lender, Agent reasonably determines in its reasonable credit judgment, determines accordance with Agent's customary practices reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note Notes and shall be secured by all of the Collateral.

Loans and Reserves. Lender agrees, during the term of this Agreement and for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Revolving Credit Borrowers from time to time, as requested by Borrower in the manner set forth in subsection SECTION 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus MINUS the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Revolving Credit Borrower may otherwise request under this subsection 1.1.1SECTION 1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Revolving Credit Borrowers' business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; (vi) all amounts of past due rent or other charges owing at such time by Borrower to any Landlord of any premises where any of the Collateral is located; and (vivii) such other matters, events, conditions or contingencies as to which Lender, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower Borrowers in the manner set forth in subsection 3.1.1 3.1(a) hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if anytime. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall shall, in the exercise of its reasonable credit judgment, deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.11.1(a), including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of any Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers' Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by any Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of such Borrower; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral. Without limiting the foregoing, the Initial Availability Reserve will be established as a reserve with respect to the Borrowing Base.

Loans and Reserves. Each Revolving Credit Lender agrees, for so long as no Default or Event ratably in accordance with its respective Revolving Credit Commitment, and subject to the satisfaction of Default existsthe applicable conditions precedent set forth in Sections 9 and 9A hereof, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection Section 3.1.1 hereof, up to a maximum principal amount at any time outstanding not to exceed such Lender's Pro Rata Share (in accordance with its Revolving Credit Commitment) of an amount equal to the lesser of (a) the Maximum Amount minus the LC Amount, or (b) the Borrowing Base at such time minus the LC Amount and the amount of reserves, if any, established by Administrative Agent as set forth below. Lender Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall Administrative Agent deem in good faith necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; , (ii) shrinkage, spoilage spoilage, and obsolescence of Inventory; , (iii) slow moving Inventory; , (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; , (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; , and (vi) such other matters, events, conditions conditions, or contingencies as to which LenderAdministrative Agent, in its reasonable good faith sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced hereby and by the Revolving Credit Note and Notes, shall be secured by all of the Collateral, and shall constitute Obligations.

Loans and Reserves. (A) The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender's "Revolving Credit Loan Commitment"), pursuant to the terms hereof, shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is One Hundred Million Dollars ($100,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender's "Revolving Credit Percentage". Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in accordance with the manner set forth in subsection 3.1.1 terms of Section 3.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time, multiplied by (B) such Lender's Revolving Credit Percentage. It is expressly understood and agreed that Agent and Lenders may use the Borrowing Base as a maximum ceiling on Revolving Credit Loans outstanding to Borrower at any time. If the unpaid balance of the Revolving Credit Loans should exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all the benefits thereof. Unless otherwise agreed to by Required Lenders, in no event shall Lenders be required to make a Revolving Credit Loan at any time minus that there exists a Default or an Event of Default. Notwithstanding the LC Amount and reservesforegoing provisions of this Section 1.1.1, if any. Lender Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums which Agent reasonably believes will be chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section Section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (viii) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable credit judgmentdiscretion, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral, upon such notice to Borrower as is commercially practical.

Loans and Reserves. Each Lender agreesagrees severally, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower Borrowers from time to time, as requested by Borrower Borrowers in the manner set forth in subsection 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to such Lender’s Pro Rata Percentage of the Borrowing Base at such time minus the LC Amount and less reserves, if any. Lender No Lender’s portion of the Revolving Credit Loans shall at any time exceed its respective Pro Rata Share of the Revolving Credit Limit. Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower Borrowers may otherwise request under this subsection 1.1.1, including, without limitation, with respect to to: (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s Borrowers’ business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s Borrowers’ Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower Borrowers to any Person to the extent secured by a Lien (other than a Permitted Lien) on, or trust over, any Property Collateral of BorrowerBorrowers; and (vi) such other matters, events, conditions or contingencies as to which LenderAgent, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral.

Loans and Reserves. The aggregate amount of the Revolving Credit Loans to be made by each Lender (such Lender's "Revolving Credit Loan Commitment"), pursuant to the terms hereof, shall be the amount set below such Lender's name on the signature pages hereof. The aggregate principal amount of the Revolving Credit Loan Commitments is Forty-Five Million Dollars ($45,000,000). The percentage equal to the quotient of (x) each Lender's Revolving Credit Loan Commitment, divided by (y) the aggregate of all Revolving Credit Loan Commitments, is that Lender's "Revolving Credit Percentage". Subject to all of the terms and conditions of this Agreement, each Lender agrees, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in accordance with the manner set forth in subsection 3.1.1 terms of Section 3.1 hereof, up to a maximum principal amount at any time outstanding equal to the product of (A) the Borrowing Base at such time minus multiplied by (B) such Lender's Revolving Credit Percentage. It is expressly understood and agreed that Agent and Lenders may use the LC Amount Borrowing Base as a maximum ceiling on Revolving Credit Loans outstanding to Borrower at any time. If the unpaid balance of the Revolving Credit Loans should exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and reserves, if anyentitled to all the benefits thereof. Lender In no event shall Lenders be required to make a Revolving Credit Loan at any time that there exists a Default or an Event of Default. Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender Agent shall deem necessary or appropriateappropriate in the reasonable exercise of Agent's credit judgment, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1., including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; and (vi) such other matters, events, conditions or contingencies from time to time hereunder as to which LenderAgent, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by the Revolving Credit Note and shall be secured by all of the Collateral."

Loans and Reserves. On the date hereof, the outstanding balance of the Revolving Credit Loans (as defined in the Existing Loan Agreement) made by the Lender under the Existing Loan Agreement shall automatically, and without any action on the part of any Person, be deemed to be Revolving Credit Loans hereunder. Lender agrees, during the term of this Agreement and for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection Section 3.1.1 hereof, up to a maximum principal amount at any time outstanding equal to the Borrowing Base at such time minus the LC Amount and reserves, if any. Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; (viii) amounts owing by Borrower to any Person to the extent secured by a Lien other than a Permitted Lien on, or trust over, any Property of Borrower; (iv) all amounts of past due rent or other charges owing at such time by Borrower to any landlord of any premises where any of the Collateral is located; (v) real and personal property taxes which are or may become due with respect to any of the Collateral; and (vi) such other matters, events, conditions or contingencies as to which Lender, in its reasonable sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced by Borrower hereby acknowledges that the Revolving Credit Note and shall be secured by all aggregate amount of the Collateralreserves established by Lender pursuant to Section 1.1.1 which are in effect as of the date of this Agreement equals $500,000 and that such amount may be increased or decreased by Lender from time to time by such amounts, and with respect to such matters, as Lender shall deem necessary or appropriate.

Loans and Reserves. Each Revolving Credit Lender agrees, for so long as no Default or Event ratably in accordance with its respective Revolving Credit Commitment, and subject to the satisfaction of Default existsthe applicable conditions precedent set forth in Sections 9 and 9A hereof, to make Revolving Credit Loans to Borrower from time to time, as requested by Borrower in the manner set forth in subsection Section 3.1.1 hereof, up to a maximum principal amount at any time outstanding not to exceed such Lender's Pro Rata Share (in accordance with its Revolving Credit Commitment) of an amount equal to the lesser of (a) the Maximum Amount, or (b) the Borrowing Base at such time minus the LC Amount and amount of reserves, if any, established by Administrative Agent as set forth below. Lender Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender shall Administrative Agent deem in good faith necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under this subsection Section 1.1.1, including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower’s 's business; , (ii) shrinkage, spoilage spoilage, and obsolescence of Inventory; , (iii) slow moving Inventory; , (iv) other sums chargeable against Borrower’s 's Loan Account as Revolving Credit Loans under any section of this Agreement; , (v) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any Property of Borrower; , and (vi) such other matters, events, conditions conditions, or contingencies as to which LenderAdministrative Agent, in its reasonable good faith sole credit judgment, determines reserves should be established from time to time hereunder. The Revolving Credit Loans shall be further evidenced hereby and by the Revolving Credit Note and Notes, shall be secured by all of the Collateral, and shall constitute Obligations.