Common use of Revolver Advances Clause in Contracts

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base Credit Amount at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, plus (3) the outstanding principal balance of Term Loan A at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves the Credit Amount in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees to make advances (severally, not jointly or jointly and severally"Advances") to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, against the Borrowing Base, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duein accordance with the applicable provision of this Agreement or any other Loan Document (subject to all applicable grace periods, if any), and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Prior to imposing any reserves against the Borrowing Base or changing any eligibility criteria with respect to the Borrowing Base, the Lender shall notify the Borrower and promptly enter into good faith discussions with the Borrower for such period of time as the Lender deems appropriate in its Permitted Discretion. In addition to the foregoing, Lender shall have the right to have the Borrower's Inventory reappraised by a qualified appraisal company selected by Lender from time to time after the Closing Date for the purpose of re-determining the Net Liquidation Percentage of Borrower's Inventory and, as a result, re-determining the Borrowing Base; provided, that unless an Event of Default has occurred, Borrower shall reimburse Lender for no more than one appraisal in any calendar year. (iii)c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“AdvancesRevolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage less outstanding Revolving Loans, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans less outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeRevolving Loans. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish and modify reserves from time to time against the Borrowing Base or the Maximum Revolver Amount Availability in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriateappropriate (collectively, “Reserves”), including with respect to (i) reserves shrinkage (so as to bring perpetual records in an amount equal to the Bank Product Reserve Amountline with historical levels), (ii) reserves outstanding Obligations described in clause (b) of the definition of Obligations, (iii) potential liabilities to customers, including without limitation, in connection with merchandise deposits, returns, merchandise credits, gift certificates, and frequent shopper programs, (iv) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Accounts, (Av) sums that Parent or its Subsidiaries are any Credit Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, (vi) damaged goods, refurbished goods, goods returned for resale and similar goods and (Bvii) amounts owing by Parent or its Subsidiaries any Credit Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, but subject to the provision of Section 4.6, Agent shall have the right to have the Collateral reappraised by a qualified company selected by Agent from time to time after the Closing Date for the purpose of re-determining the value of Eligible Accounts or Eligible Inventory and modifying Advance Rates and, as a result, re-determining the Borrowing Base. The amount of any Reserve established shall be without duplication of any other reserve (iii)including any Inventory Reserve, any Landlord Lien Reserve or the Customer Liability Reserve) established by the Agent for the same purpose or which is otherwise ineligible by virtue of another provision hereof. (c) The Lenders shall have no obligation to make additional Revolving Loans hereunder to the extent such additional Revolving Loans would cause the Revolver Usage to exceed the Maximum Revolver Amount or exceed the Borrowing Base. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves for the variance risk implied in an amount equal to the Bank Product Reserve Amountforeign currency of any Eligible Account, Eligible Foreign Account, or Letter of Credit payable in such foreign currency, (ii) reserves with respect to (A) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) reserves with respect to amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, ; provided that Agent shall not have the right to impose reserves against the Borrowing Base in respect of Permitted Indebtedness incurred by Borrower or one of its Subsidiaries unless an Event of Default has occurred and (iii)is continuing or a default in respect of such Indebtedness has occurred and is continuing.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender’s Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agentthe Lender’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, Lender shall have the right to have the Borrower’s Inventory reappraised by a qualified appraisal company selected by Lender from time to time after the Closing Date for the purpose of re-determining the Net Liquidation Percentage of Borrower’s Inventory (which appraisal can consist of a full appraisal including a site visit) and, as a result, re-determining the Borrowing Base, provided, however so long as no Default or Event of Default has occurred and is continuing hereunder, the Borrower shall only be obligated to pay for two such reappraisals in each calendar year. (iii)c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Non-CFC Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Agent shall endeavor to notify Borrower at or before the time any such reserve is to be established or increased, but a non-willful failure of Agent to so notify Borrower shall not be a breach of this Agreement and (iii)shall not cause such establishment or increase of a reserve to be ineffective.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees to make advances (severally, not jointly or jointly and severally"Advances") to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such timeUsage. For purposes of this Agreement, plus "Borrowing Base," as of any date of determination, shall mean the result of (2y) the principal lesser of (i) the product of Borrower's EBITDA for the 12 month period ending as of the last day of the month immediately preceding such date of determination times 125%, or (ii) the product of Borrower's Annualized Quarterly EBITDA as of the last day of the month immediately preceding such date of determination times 125%, minus (z) the aggregate amount of Swing Loans outstanding at such timereserves, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such timeif any, plus (2) the principal amount of Swing Loans outstanding at such timeestablished by Lender under Section 2.1(b). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document (including the reserve contemplated by Section 8.7 hereof), and (Bii) amounts owing by Parent or its Subsidiaries Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-3 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, or claim of retention of title to, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens Liens, preferred claims, claims of retention of title, or trusts in favor of employees, creditors, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriatenecessary, against the Borrowing Base, including reserves (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries Borrowers are required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when duepay, and (B) amounts owing by Parent Borrowers or its their Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate. In addition to the foregoing and subject to any specific limitations set forth in any other Loan Document, Agent shall have the right to have the Inventory reappraised by a qualified appraisal company selected by Agent from time to time after the Closing Date for the purpose of redetermining the Eligible Inventory portion of the Collateral and, as a result, redetermining the Borrowing Base. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. (d) Notwithstanding anything to the contrary contained herein, Lenders shall not be obligated to make any Advances against any Inventory or Equipment located at any of the locations set forth on Schedule 4.5(a) unless and until Agent shall have received reasonably satisfactory information as to the value of the Inventory and/or Equipment stored at such locations and as to the monthly rent payable in respect of such locations.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that Borrowers or their Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (ii) amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Amounts borrowed pursuant to this Section 2.1 2.1, may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this AgreementRevolving Credit Availability Period, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) Advances to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Available Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time.; (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base (or the Maximum Revolver Amount in the case of clause (iv) below) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal up to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (B) amounts owing by Parent Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral, and (iiiiv) up to the aggregate amount of available unfunded revolver commitments of Borrower to the makers of Notes Receivable. On the Restatement Effective Date, the Borrower shall fund an indemnity reserve in the amount of $200,000 (the “Indemnity Reserve”), held in a sub-account of the Collection Account, which amount may be utilized by KEF, as Agent, in its sole discretion to compensate itself for any losses, costs or expenses incurred by it in connection with any claim made by Wxxxx Fargo National Bank or any Affiliate in connection with the assignment by it of its rights and obligations (as a Lender or Agent) under this Agreement or the other Loan Documents. The Indemnity Reserve shall be maintained until the second anniversary of the Restatement Effective Date at which time any remaining funds shall be distributed to the Borrower, unless at such time there are outstanding and unpaid indemnification claims, in which event the Indemnity Reserve shall be maintained until such outstanding and unpaid indemnification claims are finally resolved. Borrower shall have no obligation to restore the Indemnity Reserve to its original amount. Agent will review the amount of the Indemnity Reserve on the first anniversary of the Restatement Effective Date to determine whether and in what amount (up to a maximum of $200,000 less any proceeds of the Indemnity Reserve used to satisfy prior indemnification claims) such reserve shall continue to be maintained, if at all. So long as no Event of Default has occurred and is continuing, Agent shall first notify and attempt to discuss with Borrower any such reserve level. (c) During the Amortization Period until the reduction to zero of all outstanding commitments in respect of Revolving Note Receivables, each Lender shall make Post-Termination Revolving Note Receivable Fundings up to an aggregate amount equal to such Lender’s Commitment less outstanding Advances made by such Lender. Requests for and funding of Post-Termination Revolving Note Receivable Fundings shall be made in accordance the procedures set forth in Section 2.2; provided, that the Agent may, in its sole discretion, advance funds constituting Post-Termination Revolving Note Receivable Fundings to (i) the Borrower or (ii) the applicable Account Debtor directly, on behalf of the Borrower, and in either case, such funds shall be used solely for the purpose of funding advances requested by an Account Debtor under a Revolving Note Receivable. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrowers or its their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, Agent shall have the right to have the Borrowers’ Inventory reappraised by a qualified appraisal company selected by Agent from time to time after the Closing Date for the purpose of re-determining the Net Orderly Liquidation Inventory Value of Borrowers’ Inventory and, as a result, re-determining the Borrowing Base. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, from the date hereof and during through but excluding the term of this AgreementMaturity Date, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderXxxxxx’s Revolver Commitment, or (ii) such LenderXxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A1) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B2) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during up to but excluding the term of this AgreementMaturity Date. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable as a result of the exercise of the remedies during the existence of an Event of Default (or automatically with respect to the Events of Default set forth in Sections 8.4 and 8.5 of this Agreement) pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves (“Reserves”) from time to time against the Borrowing Base or (or, in the case of the Maximum Revolver Amount any Priority Reserves) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves Reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves Reserves with respect to (A) sums that Parent or its Subsidiaries are any Loan Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries any Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or Permitted Purchase Money Lien, the interest of a lessor under a Capital Finance Lease, or a Lien upon any Notes Priority Collateral Assets securing Permitted Senior Indebtedness, if any), which Lien or trust, in the Permitted Discretion of Agent would be reasonably likely would to have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawApplicable Law) in and to such item of the Collateral, and (iiiC) unpaid liabilities owing by Borrowers to vendors with respect to purchases of logs and timber and Collateral subject to a Licensor’s Intellectual Property rights with respect to which Borrowers have not obtained a Collateral Access Agreement and contingent obligations in respect of surety bonds that could take priority over the Obligations or Agent’s Lien on the Collateral. In addition, during a Cash Dominion Trigger Period, Agent may review and adjust any calculation of the Availability or the Borrowing Base in any Borrowing Base Certificate to reflect Agent’s reasonable estimate of declines in the value of any Collateral (due to Collections received in any Controlled Deposit Account or otherwise); to adjust advance rates to reflect changes in dilution, quality, mix, and other factors affecting Collateral; and to the extent that any such calculation is not in accordance with this Agreement or does not accurately reflect any Reserves. (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, any Reserves shall be determined by the Agent from to time, acting in its Permitted Discretion; provided that circumstances, conditions, events, or contingencies arising prior to the Original Closing Date of which Agent has actual knowledge prior to the Original Closing Date shall not be the basis for any new establishment or modification of any Reserve unless such circumstances, conditions, events, or contingencies shall have changed since the Original Closing Date.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to (i) the lesser of: (A) of the Maximum Revolver Amount less and the sum of Borrowing Base at such time minus (1ii) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Administrative Agent shall have the right (but right, upon not the obligation) less than 30 days prior written notice to establishBorrower, increase, reduce, eliminate, or otherwise adjust to establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such mattersmatters (but not to include reserves with respect to Bank Product Obligations), as Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, (ii) Collateral located at a third party warehouse or premises leased by Borrower or its Subsidiaries and with respect to which no Collateral Access Agreement is then in effect, and (Biii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent Administrative Agent, likely would have a priority superior to Administrative Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) BCG REVOLVER. (i) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) advances to Borrowers BCG in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and or (B) the Borrowing Base at such time less Base, minus, in each case, the sum of (1i) the sum of the then extant Revolver Usage of BMG and BNG, (ii) the BCG Letter of Credit Usage at such timeUsage, plus and (2iii) the principal amount of Swing Loans outstanding at such timeAvailability Reserve. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (cii) Anything to the contrary in this Section 2.1 2.1(a) notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are BCG is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (B) amounts owing by Parent or its Subsidiaries BCG to any Person to the extent secured by a Lien on, or trust over, any of the its Collateral (other than a any existing Permitted Lien set forth on Schedule P-3 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: of (i) such Lender’s Revolver Commitment, or or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (1y) the Letter of Credit Usage at such time, plus (2z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base at such time timeas of such date (based upon the most recent Borrowing Base Certificate delivered by Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (1y) the Letter of Credit Usage at such time, plus (2z) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared declaredotherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish, increase, reduce, eliminate, establish reservesand increase or otherwise adjust reserves from time to time decrease Reserves and Bank Product Reserves against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Borrowing Base Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Borrowing Base Collateral; provided, that reserves shall xxxxxx the Maximum Revolver Amount; provided, that Agent shall notify Borrower at least 5 Business Days prior to the date on which any such Reserve or Bank Product Reserve is to be established or increased, but a non-willful failure of Agent to so notify Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve or Bank Product Reserve to be ineffective; provided, further, that (A) Borrower may not obtain any new Advances (including Swing Loans) or Letters of Credit to the extent that such Advances (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve or Bank Product Reserve as set forth in such notice; (B) no such prior notice shall be required for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of such Reserves in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (C) no such prior notice shall be required during the continuance of any Event of Default; and (D) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral. Upon notice of or establishment or increase in Reserves or Bank Product Reserves, Agent agrees to make itself available to discuss the Reserve or Bank Product Reserve or the increase, and (iii)Borrower may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. The amount of any Reserve or Bank Product

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each the Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser ofMaximum Revolver Amount (excluding any PIK Interest). (b) The Lender shall have no obligation to make additional Advances hereunder: (i) to the extent such Lender’s Commitment, oradditional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount; (ii) if, as of the date of such Lender’s Pro Rata Share additional Advance, the Borrower and its Subsidiaries shall have more than $12,000,000 in available cash on hand or in available deposit accounts in the aggregate unless the Borrower shall have notified and certified to the Lender that the Borrower reasonably anticipates expenditures in excess of such amount, stating the reason, in which event, subject to the terms and conditions of this Agreement, the Lender shall make additional Advances in an amount equal to the lesser of:excess plus an amount up to $7,500,000; (Aiii) at any time a Person other than the Lender hereunder (or any Affiliate thereof) is the lender under the Secured Loan Facility (or any replacement or refinancing facility in respect of all or any part thereof); (iv) at any time the aggregate outstanding principal balance of “Advances” under and as defined in the Secured Loan Facility is less than the “Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, andAmount” as defined therein; or (Bv) at any time the Borrowing Base at such time aggregate outstanding principal balance of “Advances” under and as defined in the Unsecured Loan Facility is less than the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time“Maximum Revolver Amount” as defined therein. (bc) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. . (d) The outstanding unpaid principal amount of balance and all accrued and unpaid interest under the Advances, together with interest accrued thereon, Advances shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of termination of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establishwhether by its terms, increase, reduce, eliminateby prepayment, or otherwise adjust reserves from time to time against by acceleration. All amounts outstanding under the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion Advances shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)constitute Obligations.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) LESS the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section SECTION 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section SECTION 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)'s Liens.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including but not limited to, reserves with respect to: (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and under any Section of this Agreement or any other Loan Document, (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender’s Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agentthe Lender’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and , (iii) Customer Credit Liabilities, and (iv) Receivables Reserves. Further, the Lender may establish reserves from time to time in the Lender’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory. In addition to the foregoing, the Lender shall have the right, from and after a request from the Borrower for the Initial Credit Extension and as provided in Section 2.11(c), to have the Borrower’s Inventory reappraised by a qualified appraisal company selected by Lender from time to time for the purpose of re-determining the Net Liquidation Value of Borrower’s Inventory and, as a result, re-determining the Borrowing Base. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount Amount, or (ii) the Borrowing Base less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are any of the Borrowers is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has previously failed to pay when duetimely, and (Bii) amounts owing by Parent any of the Borrowers or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or has priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender, likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) amounts expected to be paid to ELXSI Corporation (by dividend or otherwise) to provide funds to pay liabilities of ELXSI Corporation arising in connection with its reverse stock splits in June, 1999, in an aggregate amount not in excess of the lesser of $450,000 or the amount of dividends expected to be paid within the next twelve months (currently estimated to be $112,000 for 2004), and (iv) a reserve in the amount by which the sum of (1) the Maximum Revolver Amount, plus (2) the unpaid principal balance of Term Loan A, plus (3) the unpaid principal balance of Term Loan B, exceeds the product of 3.30 times EBITDA for the twelve-month period ending on the last day of the most recently ended calendar month (rounding such product to the nearest $100,000) for which Borrowers have provided financial statements to Lender in accordance with Section 6.3(a). (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the lesser of (i) the Maximum Revolver Amount, or (ii) the Borrowing Base less the Letter of Credit Usage. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. (e) Borrowers and Lender acknowledge the making of Advances which are outstanding on the Closing Date in accordance with the terms of the Existing Loan Agreement and agree that, from and after the Closing Date, such Advances shall continue to be outstanding pursuant to the terms and conditions of this Agreement. (f) Borrowers jointly and severally promise to pay to the order of the Lender all unpaid principal of, and unpaid interest on, all Advances on the earlier of the Maturity Date or the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. (g) Upon at least ten days' prior written notice to Lender, Borrowers may permanently reduce the Maximum Revolver Amount, provided, as follows: (i) any such reduction shall be in an aggregate amount of not less than $250,000, or if greater, an integral multiple of $50,000; (ii) no such reduction shall cause the Maximum Revolver Amount to be reduced below the Revolver Usage; and (iii)) each such notice shall be accompanied by payment of a prepayment fee equal to 0.10% of the amount of the permanent reduction times the number of months and partial months remaining until the Maturity Date.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Xxxxxx's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) . The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the principal amount of Swing Loans outstanding at extent that such timeadditional Advances would cause Revolver Usage to exceed the Maximum Revolver Amount. (b) Amounts Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base (including, without limitation, reserves in the amount of any taxes or tax liens that are the subject of a Permitted Protest) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, suppliers or growers of agricultural products, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, except, in the case of any landlord or warehouseman, to the extent that Agent shall have received a Collateral Access Agreement from such Person. (c) Xxxxxxx borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Latest Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each the Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser ofMaximum Revolver Amount. (b) The Lender shall have no obligation to make additional Advances hereunder: (i) to the extent such Lender’s Commitment, oradditional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount; (ii) if, as of the date of such Lender’s Pro Rata Share additional Advance, the Borrower and its Subsidiaries shall have more than $12,000,000 in available cash on hand or in available deposit accounts in the aggregate unless the Borrower shall have notified and certified to the Lender that the Borrower reasonably anticipates expenditures in excess of such amount, stating the reason, in which event, subject to the terms and conditions of this Agreement, the Lender shall make additional Advances in an amount equal to the lesser of:excess plus an amount up to $7,500,000; (Aiii) at any time a Person other than the Lender hereunder (or any Affiliate thereof) is the lender under the Secured Loan Facility (or any replacement or refinancing facility in respect of all or any part thereof); or (iv) at any time the aggregate outstanding principal balance of “Advances” under and as defined in the Secured Loan Facility is less than the “Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeAmount” as defined therein. (bc) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. . (d) The outstanding unpaid principal amount of balance and all accrued and unpaid interest under the Advances, together with interest accrued thereon, Advances shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of termination of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establishwhether by its terms, increase, reduce, eliminateby prepayment, or otherwise adjust reserves from time to time against by acceleration. All amounts outstanding under the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion Advances shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)constitute Obligations.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum at such time of (1v) the Letter of Credit Usage at such timeUsage, plus less (2w) the principal Insurance Proceeds Reserve, less (x) Interest Reserve, less (y) the Liquidity Reserve, less (z) the aggregate amount of Swing Loans outstanding at such timereserves, andif any, established by Agent under Section 2.1(b), or (ii) the Borrowing Base less the Letter of Credit Usage. For purposes of this Agreement, “Borrowing Base,” as of any date of determination, shall mean the result of: (y) the product of (A) the Applicable STAC Advance Rate, times (B) the Borrowing Base at such time less STAC Value, minus (z) the sum of (1A) the Letter of Credit Usage at such timeInsurance Proceeds Reserve, plus (2B) the principal Interest Reserve, plus (C) the Liquidity Reserve, plus (D) the aggregate amount of Swing Loans outstanding at such timereserves, if any, established by Agent under Section 2.1(b). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Leaseset forth on Schedule P-2), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided, however, that in establishing reserves in its Permitted Discretion, Agent shall take into account the amount of cash and (iii)Cash Equivalents then held by the Obligors that are subject to Control Agreements in favor of Agent.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2ii) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base Credit Amount at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount provided, that, no such Advances shall be made unless all of Swing Loans outstanding at such timeBorrower’s and Parent’s Accounts are subject to Control Agreements. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Credit Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriateappropriate with respect to the Obligations and performance of Parent’s and Borrower’s obligations hereunder and the other Loan Documents, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent Parent, Borrower or its their respective Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when duepay, and (Bii) amounts owing by Parent Parent, Borrower or its their respective Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s 's Revolver Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans Advances outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans Advances outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Aggregate Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent any Borrower is or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent any Loan Party or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (i) Subject to the terms and conditions set forth herein, at any time or times during the period from the Closing Date through and including the date that is 6 months prior to the Maturity Date, Administrative Borrower may request of Agent in writing that the then effective Maximum Revolver Amount, the Revolver Commitments and the Total Commitments be increased by an aggregate amount up to $20,000,000 (the "Maximum Revolver Increase Amount"). Such notice shall set forth the Maximum Revolver Increase Amount being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000). Upon satisfaction of each of the following conditions after the making of such request, the Maximum Revolver Amount and the Revolver Commitments shall be increased by the Maximum Revolver Increase Amount: (i) Borrowers shall have obtained Agent's consent to such Maximum Revolver Increase Amount, (ii) immediately prior to and after no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such increase in the Maximum Revolver Amount and the Revolver Commitments, in each case as of the time of the making of such request by Administrative Borrower for such increase through and including the date, if any, that the Maximum Revolver Amount and the Revolver Commitments have been so increased, (iii) no Material Adverse Effect shall have occurred as of the time of the making of such request by Administrative Borrower for such increase through and including the date, if any, that the Maximum Revolver Amount and the Revolver Commitments have been so increased, (iv) each Loan Party shall execute and deliver such documents and instruments and take such other actions as may be requested by Agent in connection with such increase, (v) either existing Lenders or other banks, financial institutions or investment funds shall have agreed to provide the Maximum Revolver Increase Amount, in each case in accordance with clause (ii) below, and (iii)vi) Administrative Borrower shall have delivered a certificate, in form and substance satisfactory to Agent indicating that all of the conditions to such increase set forth in this clause (a) have been satisfied. (ii) Participation in the Maximum Revolver Increase Amount shall be offered first to each of the existing Lenders, but no Lender shall have any obligation whatsoever to provide all or any portion of such Maximum Revolver Increase Amount. Each of the existing Lenders shall have 20 Business Days following receipt of a request for the Maximum Revolver Increase Amount from Administrative Borrower to notify Administrative Borrower and Agent of such Lender's commitment to increase its Revolver Commitment, as applicable. In the event that Administrative Borrower has not received commitments from the existing Lenders in an amount equal to the requested Maximum Revolver Increase Amount within such 20 Business Day period, then Administrative Borrower may invite other banks, financial institutions and investment funds acceptable to Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of the Maximum Revolver Increase Amount not taken within such 20 Business Day period by existing Lenders; provided, that, such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as Agent and Borrowers may reasonably request.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) in its Permitted Discretion to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or Base: (a) in an amount equal to ten percent (10%) of the Maximum Revolver Amount (as defined in the EXIM Credit Agreement), and (b) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to including, without limitation, the Bank Product Reserve Amount, (ii) EXIM Reserves and reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and . Agent may maintain all or any portion of a reserve under this Agreement or under the EXIM Credit Agreement (iii)or any combination thereof) as Agent may elect from time to time in its Permitted Discretion.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such LenderXxxxxx’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) . The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the principal amount of Swing Loans outstanding at extent that such timeadditional Advances would cause Revolver Usage to exceed the Maximum Revolver Amount. (b) Amounts Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base (including, without limitation, reserves in the amount of any taxes or tax liens that are the subject of a Permitted Protest) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, suppliers or growers of agricultural products, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, except, in the case of any landlord or warehouseman, to the extent that Agent shall have received a Collateral Access Agreement from such Person. (c) Xxxxxxx borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Latest Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees to make advances (severally, not jointly or jointly and severally"ADVANCES") to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: THE LESSER OF (Ai) the Maximum Revolver Amount less or (ii) the sum of (1) Borrowing Base LESS the Letter of Credit Usage at such timeLESS L/C Advances. For purposes of this Agreement, plus "BORROWING BASE," as of any date of determination, shall mean the result of: (2x) the principal amount lesser of (i) 60% of Swing Loans outstanding at such timeBorrower's Adjusted EBITDA for the trailing 12 month period for the then most recently ended calendar month , and (Bii) the Borrowing Base at such time less 15% of Borrower's Enterprise Value, MINUS (y) the sum of (1i) the Letter of Credit Usage at such timeBank Products Reserve, plus and (2ii) the principal aggregate amount of Swing Loans outstanding at such timereserves, if any, established by Lender under SECTION 2.1(b). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section SECTION 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), set forth on SCHEDULE P-1) which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the CollateralCollateral and, and (iii) reserves established pursuant to SECTION 2.12(a). In addition to the foregoing, if an Event of Default shall have occurred or be continuing or if Borrower shall fail to meet EBITDA as projected in the Closing Date Business Plan at any time, Lender shall have the right to redetermine or have the Borrower's Enterprise Value reappraised from time to time by a third party qualified appraiser selected by Lender after the Closing Date for the purpose of redetermining the Borrower's Enterprise Value and, as a result, redetermining the Borrowing Base. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount or to the extent the Preliminary Borrowing Base Certificate or the Borrowing Base Certificate is not timely delivered pursuant to SECTION 6.2. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this AgreementAgreement and relying upon the representations and warranties set forth herein, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum outstanding balance of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeTerm Loan. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when duein accordance with the terms of any Section of this Agreement or any other Loan Document, (ii) amounts required to be paid to any Governmental Authority for mortgage, stamp or other documentary taxes with respect to any Mortgage delivered pursuant to this Agreement, and (Biii) amounts owing by Parent Borrowers or its their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease)Collateral, which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawApplicable Laws) in and to such item of the Collateral; provided, however, the amount of any such reserve established by Agent in its Permitted Discretion after the Closing Date shall only be reduced with the consent of the Required Lenders. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (each, an “Advance” and, collectively, the “Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderXxxxxx’s Commitment, or (ii) such LenderXxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base at such time less (based upon the sum of (1most recent Borrowing Base Certificate delivered by Borrower to Agent, as adjusted for reserves established by Agent in accordance with Section 2.1(c)) the Letter of Credit Usage at such time, plus minus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) ), to establish, increase, reduce, eliminate, eliminate or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount Amount, in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve AmountReserves, and (ii) reserves with respect to (A) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (C) the valuation of any Obligor Loan Receivable, and (iii)D) estimated expenses necessary to facilitate the orderly disposition of Collateral and wind-down of Borrower’s business after the occurrence and during the continuation of an Event of Default. The amount of any reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Administrative Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (B) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Administrative Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Administrative Agent in its Permitted Discretion shall deem necessary or appropriate. In addition to the foregoing, subject to the limitations set forth in the Fee Letter, Administrative Agent shall have the right to have Borrower’s Inventory reappraised by a qualified appraisal company selected by Administrative Agent from time to time after the Closing Date for the purpose of re-determining the Borrowing Base. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. (d) In no event shall any Lender be obligated to make any Advances or extend any credit to Borrower, if after giving effect to any such Advances or extensions of credit, the sum of the Revolver Usage plus the outstanding principal amount of Term Loan A would exceed the Senior Facility Limiter Amount. (e) In no event shall any Lender be obligated to make any Advances or extend any credit to Borrower, if after giving effect to any such advances or extensions of credit, the sum of the Revolver Usage plus the aggregate outstanding principal amount of the Term Loans would exceed the Facility Limiter Amount.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the Availability Block, plus (3) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Liens described in clauses (f), (g), (h), (i), (n), (o), (p), (q), (s), (u), (x), (y), (z), (aa), (bb), and (cc) of the definition of “Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLiens” herein), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including, without limitation, reserves with respect to (i) sums that Borrowers or their Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (ii) amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of employees, creditors, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Administrative Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves (i) with respect to (A) sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (B) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Administrative Agent likely would have a priority superior to the Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Administrative Agent in its Permitted Discretion shall deem necessary or appropriate. In addition to the foregoing, subject to the limitations set forth in the Fee Letter, Administrative Agent shall have the right to have Borrower's Inventory reappraised by a qualified appraisal company selected by Administrative Agent from time to time after the Closing Date for the purpose of re-determining the Borrowing Base. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (cd) Anything In no event shall any Lender be obligated to the contrary in this Section 2.1 notwithstandingmake any Advances or extend any credit to Borrower, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries if after giving effect to any Person to such advances or extensions of credit, the extent secured by a Lien on, or trust over, any sum of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or Revolver Usage plus the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item aggregate outstanding principal amount of the Collateral, and (iii)Term Loans would exceed the Facility Limiter Amount.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such timeUsage, plus or (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Adjusted Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish and modify reserves (but not including all reserves referenced in the obligationdefinition of Borrowing Base) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) shrinkage (so as to bring perpetual records in line with historical levels), (ii) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Biii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing (and subject to Section 2.11 as to costs and expenses), Agent shall have the right to have the Borrower’s Inventory reappraised by a qualified appraisal company selected by Agent from time to time after the Restatement Date for the purpose of re-determining the Net Liquidation Percentage of the Eligible Inventory and, as a result, re-determining the Borrowing Base. (c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of Amount, or (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeBase. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries Borrowers are required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when duepay, and (B) amounts due and owing by Parent or its Subsidiaries Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this AgreementAgreement and the Bankruptcy Court Orders, on and during after the term of this AgreementInterim Facility Effective Date and until the Final Maturity Date, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1A) the Letter of Credit Usage at such timeBank Product Reserve, plus (2B) the principal Priority Professional Expenses Reserve and (C) the aggregate amount of Swing Loans outstanding at other reserves, if any, established by Agent under Section 2.1(b), and (ii) for any week, an amount equal to 110% of the difference between (x) the cumulative uses of cash, excluding prepayments of Advances, minus (y) the cumulative sources of cash, excluding Advances, in each case as set forth in the Budget through such timeweek. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligationto establish reserves against amounts Borrowers are entitled to borrow under Section 2.1(a) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when due, and (Bpay,(ii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (including proceeds thereof or collections from the sale of Hydrocarbons which may from time to time come into the possession of Lenders or their agent(s)) (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeasePriority Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the Bank Product Reserve and (iii)iv) the Priority Professional Expenses Reserve. (c) [Intentionally Deleted] (d) [Intentionally Deleted] (e) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Final Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus or (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due(after giving effect to any applicable grace periods set forth in this Agreement or any other Loan Document), and (Bii) amounts owing by Parent Parent, Borrower, or its Borrower's Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, provided that the Agent shall not (x) impose reserves in respect of Dilution other than the EA Dilution Reserve or the MA Dilution Reserve or (y) establish any reserve that is duplicative of a reserve that has already been established. (c) So long as no Event of Default has occurred and (iii)is continuing or would result therefrom, Borrower has the option, upon not less than 10 days prior written notice to Agent, to reduce the Maximum Revolver Amount by $5,000,000 once during the term of this Agreement. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees to make advances (severally, not jointly or jointly and severally"Advances") to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the outstanding Advances to exceed the Maximum Revolver Amount minus the Letter of Credit Usage. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage or (1ii) the Borrowing Base less the Letter of Credit Usage at such timeUsage. For purposes of this Agreement, plus (2) "Borrowing Base," as of any date of determination, shall mean the principal amount of Swing Loans outstanding at such time, andresult of: (Bx) 90% of the Borrowing Base at such time less then outstanding balance of the Eligible Loans, minus (y) the sum of (1i) the Letter of Credit Usage at such timeBank Products Reserve, plus and (2ii) the principal aggregate amount of Swing Loans outstanding at such timereserves, if any, established by Agent under Section 2.1 (b). (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base with respect to amounts owing by Borrowers to any Person to the extent secured by a Lien on, or trust over, any portion of the Collateral. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on . (e) On or before the date on which they are declared due and payable pursuant Administrative Borrower requests the initial Advance or other extension of credit hereunder on or after the Closing Date, the Borrowers shall make a loan to the terms Agent in a Dollar amount (in immediately available funds) not less than the Designated Fraction times the Revolver Usage that would exist after giving effect to the Advances and the Letters of Credit proposed to be issued on such date (such loan, together with all other similar loans made by Borrowers to Agent after such date, being referred to each as an "Eligible Loan" and collectively as the "Eligible Loans") (it being understood for the avoidance of doubt that, subject to the limitations, conditions and other provisions of this Section 2.1, Section 3.2, and the other provisions of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, one or otherwise adjust reserves more Advances or other extensions of credit may be made or extended from time to time against by the Lender Group to the Borrowers in accordance with the provisions of this Agreement). In the event that, after the Closing Date, Borrowers desire to increase the amount of the Borrowing Base or by increasing the Maximum Revolver Amount in such amountsoutstanding balance of the Eligible Loans, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves the Obligations that have been charged to Borrowers' Loan Account shall be offset against the then outstanding balance of the Eligible Loans, (ii) the Borrowers shall be deemed to have immediately requested a new Advance in an amount equal to the Bank Product Reserve Amountamount of the Obligations repaid pursuant to clause (i) above, and (iii) any balance of the existing Eligible Loans remaining after giving effect to the offset described in clause (i), together with (A) the proceeds of the new Advance described above in clause (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing the proceeds of any additional Eligible Loan made by Parent or its Subsidiaries Borrowers to Agent, shall collectively be deemed to be a single new Eligible Loan by Borrowers to Agent (it being understood that each of the transactions described above shall be deemed to have taken place simultaneously and that any Person determination regarding the accrual of interest with respect to the extent secured by a Lien on, or trust over, any outstanding amount of the Collateral Obligations shall be calculated without giving effect to the deemed repayment and reborrowing described above in clauses (i) and (ii)). Agent shall be entitled to use the proceeds of each Eligible Loan (which proceeds shall be the sole and separate property of WFF) in its sole and absolute discretion and shall not be obligated to segregate any proceeds of any Eligible Loan from any other than funds received by Agent or by WFF. Agent shall only be obligated to repay the net amount of all Eligible Loans owing at such time as the Obligations shall have been repaid in full (including the cash collateralization of all Bank Product Obligations and of any outstanding Letters of Credit in accordance with the provisions of this Agreement) and all of the Commitments have been irrevocably terminated (which net amount shall be calculated after giving effect to the application of the then outstanding balance of the Eligible Loans to satisfy any outstanding Obligations). The Eligible Loans shall bear interest at a Permitted Lien which per annum rate equal to the Designated Rate and, so long as no Default or Event of Default has occurred and is a permitted purchase money Lien or the interest of a lessor under a Capital Lease)continuing, which Lien or trustshall be payable by Agent to Administrative Borrower, in arrears, upon the Permitted Discretion of Agent likely would have a priority superior prior written request by Administrative Borrower to Agent’s Liens (such as Liens or trusts in favor , on the first Business Day of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item each fiscal quarter of the Collateral, and (iii)Borrowers at any time that any Eligible Loan is outstanding.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the Letter of Credit Usage at such time less the sum of (1x) the Bank Product Reserve and (y) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b), and (ii) the Borrowing Base at such time less the Letter of Credit Usage at such time, plus it being understood that, pursuant to Section 2.1(c) below, the initial borrowing amount in respect of Revolver Usage shall be Twenty-Five Million Dollars (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time$25,000,000). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the then-existing Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem determine to be necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (including proceeds thereof or collections from the sale of Hydrocarbons which may from time to time come into the possession of Lenders or their agent(s)) (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) For the period from and including the Closing Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be Twenty-Five Million Dollars ($25,000,000), subject to adjustment as provided in Section 2.1(b). Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 5.21(d) or clause (g) of the definition of “Permitted Dispositions.” (d) The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.1 (each, a “Scheduled Redetermination”), and subject to Section 2.1(e)(iii)(A), such redetermined Borrowing Base shall become effective and applicable to Borrower, Agent, the Issuing Lenders and the Lenders on April 3 and October 3 of each year, commencing April 3, 2008. In addition, Borrower may, by notifying Agent thereof, and Agent may, at the direction of the Required Lenders, by notifying Borrower thereof, one time during any 12-month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.1. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by Agent of (A) the Reserve Report and the certificate required to be delivered by Borrower to Agent, in the case of a Scheduled Redetermination, pursuant to Sections 5.20(a) and (c), and, in the case of an Interim Redetermination, pursuant to Sections 5.20(b) and (c), and (B) such other reports, data and supplemental information, as may, from time to time, be reasonably requested by Agent or any Lender (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base (the “Proposed Borrowing Base”), based upon the Reserve Reports and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Indebtedness other than the Convertible Subordinated Notes) as Agent deems appropriate in its Permitted Discretion. In no event shall the Proposed Borrowing Base exceed the Maximum Revolver Amount. (ii) Agent shall notify Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (a) if Agent shall have received the Engineering Reports required to be delivered by Borrower pursuant to Sections 5.20(a) and (c) in a timely and complete manner, then on or before March 22 and September 22 of such year following the date of delivery or (b) if Agent shall not have received the Engineering Reports required to be delivered by Borrower pursuant to Sections 5.20(a) and (c) in a timely and complete manner, then promptly after Agent has received complete Engineering Reports from Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.1(e)(i); provided, that if such Engineering Reports are not delivered as required pursuant to Sections 5.20(a) and (c), until the next Scheduled Redetermination, Agent shall determine the Borrowing Base in its sole discretion, subject to the provisions of Section 2.1(e)(iii); and (B) in the case of an Interim Redetermination, promptly, and in any event, within thirty (30) days after Agent has received the required Engineering Reports from Borrower. (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.1(e)(iii) and any Proposed Borrowing Base that would maintain or decrease the Borrowing Base then in then in effect must be approved or deemed to have been approved by the Required Lenders as provided in this Section 2.1(e)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have ten (10) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If at the end of such ten (10) days, any Lender has not communicated its approval or disapproval in writing to Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base. If, at the end of such ten (10)-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base and made available to Borrower, effective on the date specified in Section 2.1(e)(iii)(A). If, however, at the end of such ten (10)-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, then Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to all of the Lenders or the Required Lenders and, so long as such amount does not increase the Borrowing Base then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.1(e)(iii)(A). (A) After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders or the Required Lenders pursuant to Section 2.1(e)(iii), Agent shall notify Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to Borrower, Agent, the Issuing Lenders and the Lenders. (iv) Within three (3) Business Days after receipt from Agent of the New Borrowing Base Notice, Borrower shall have the right to request that the Required Lenders reduce the Borrowing Base until the next Scheduled Redetermination Date or Interim Redetermination Date occurs by giving written notification to Agent (which shall promptly notify the Lenders); and with the consent of the Required Lenders the Borrowing Base will be the amount set forth in such notice until the next Scheduled Redetermination Date or Interim Redetermination Date (subject to adjustment under Section 5.21(d) or clause (g) of the definition of “Permitted Dispositions”). (f) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) On the terms and conditions hereinafter set forth, Borrower shall deliver, on the date that each Lender’s Commitment becomes effective, to each such Lender a duly executed Revolving Credit Note, dated as of the date its Commitment becomes effective, and otherwise duly completed. The face amount and maximum principal balance of each Revolving Credit Note shall be the amount of such Lender’s Commitment. Interest shall accrue, and any amounts due and owing in respect of any Revolving Credit Note shall be payable, as described herein. (b) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans aggregate advances (each, an “Advance” and, collectively, the “Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of amount equal to (1) the Letter of Credit Usage at such time, plus Maximum Revolver Amount minus (2) the principal amount of Swing Loans outstanding at such timeRevolver Usage, and (B) the amount equal to (1) the Borrowing Base at such time less (based upon the most recent Borrowing Base Certificate delivered by Borrower to Agent) minus (2) the sum of (1y) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeRevolver Usage. (bc) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this AgreementDate. (cd) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) ), to establish, increase, reduce, eliminate, eliminate or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount Base, in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) without duplication, reserves with respect to (A) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to AgentTrustee’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (C) the valuation of any Eligible Loan, and (iiiD) estimated expenses necessary to facilitate the orderly disposition of Collateral and wind-down of Borrower’s business after the occurrence and during the continuation of an Event of Default; provided, that, so long as no Event of Default has occurred and is continuing, the aggregate amount of such reserves for the valuation of Collateral as of any date of determination under this Section 2.1(d) shall not exceed 5% of the Maximum Revolver Amount as of such date. The amount of any reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained. Notwithstanding the foregoing, Borrower may, at its option, replace any reserves established pursuant to this Section 2.1(d) with Availability (but only to the extent Borrower is in compliance with Section 6.1(s) after giving effect thereto), or cash collateral in amount, form and substance satisfactory to Agent.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish and modify reserves from time to time against the Borrowing Base or the Maximum Revolver Amount Availability in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriateappropriate (collectively, "Reserves"), including with respect to (i) reserves shrinkage (so as to bring perpetual records in an amount equal to the Bank Product Reserve Amountline with historical levels), (ii) reserves potential liabilities to customers, including without limitation, in connection with merchandise deposits, returns, merchandise credits, gift certificates, and frequent shopper programs, (iii) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Accounts, (Aiv) unpaid freight charges, warehousing or storage charges, taxes, duties, and other similar unpaid costs associated with the acquisition of Inventory, (v) sums that Parent or its Subsidiaries are any Credit Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, (vi) damaged goods, refurbished goods, goods returned for resale and similar goods, (vii) Eligible U.S. Territory Inventory, and (Bviii) amounts owing by Parent or its Subsidiaries any Credit Party to any Person to the extent secured by a Lien on, or trust over, any of the Credit Party Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Credit Party Collateral. In addition to the foregoing, Agent shall have the right, subject to the any other limitations contained herein or in the Loan Documents, to have the Credit Party Collateral reappraised by a qualified company selected by Agent from time to time after the Closing Date for the purpose of re-determining the value of Eligible Accounts or Eligible Inventory and modifying Advance Rates and, as a result, re-determining the Borrowing Base. (iii)c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum then outstanding balance of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeTerm Loan. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to (1) the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such timeUsage, plus or (ii) the Borrowing Base less the Adjusted Letter of Credit Usage, less (2) the principal then extant amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeCapital Expenditures Loans. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish and modify reserves (but not including all reserves referenced in the obligationdefinition of Borrowing Base) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) shrinkage (so as to bring perpetual records in line with historical levels), (ii) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Biii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing (and subject to Section 2.11 as to costs and expenses), Agent shall have the right to have the Borrower's Inventory reappraised by a qualified appraisal company selected by Agent from time to time after the Closing Date for the purpose of re-determining the Net Liquidation Percentage of the Eligible Inventory and, as a result, re-determining the Borrowing Base. (c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (each an “Advance,” and collectively, the “Advances”) to Borrowers Borrower prior to the Commitment Termination Date in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of Amount, or (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeBase. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) to comply with any provision of this Agreement or any other Loan Document that either (A) have not been paid by the applicable due date or (B) if not yet due and has failed to pay when duepayable, Lender reasonably believes will not be paid by the applicable due date, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender’s Liens), which Lien or trust, as determined in the Permitted Discretion of Agent Lender, likely would have a priority superior to Agentthe Lender’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawApplicable Laws) in and to such item of the Collateral. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. At no time shall the Revolver Usage exceed the Maximum Revolver Amount. (d) Lender shall have no obligation to make an Advance hereunder prior to the satisfaction of each of the conditions precedent to such Advance, including without limitation the conditions set forth in Section 3.3 hereof. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time prior to the Commitment Termination Date.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (each, an “Advance” and, collectively, the “Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderLxxxxx’s Commitment, or (ii) such LenderLxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base at such time less (based upon the sum of (1most recent Borrowing Base Certificate delivered by Borrower to Agent, as adjusted for reserves established by Agent in accordance with Section 2.1(c)) the Letter of Credit Usage at such time, plus minus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared otherwise become due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) ), to establish, increase, reduce, eliminate, eliminate or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount Amount, in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve AmountReserves, and (ii) reserves with respect to (A) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (C) the valuation of any Obligor Loan Receivable, and (iii)D) estimated expenses necessary to facilitate the orderly disposition of Collateral and wind-down of Borrower’s business after the occurrence and during the continuation of an Event of Default. The amount of any reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount in effect at the date such Advance is to be made less the sum of (1) the Letter of Credit Usage at such timeUsage, plus or (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrowers or its their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount at the date of any such Advance. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid, without any penalty or premium, except as provided in Section 2.13(c), at any time and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser least of: : (Ai) the Maximum Revolver Amount less the sum of (1A) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Availability Block, (ii) the Borrowing Base at such time less the sum of (1A) the Letter of Credit Usage at such timeplus (B) the Availability Block, or (iii) the Total Debt Limiter less the sum of (A) the Letter of Credit Usage, plus (2B) the Availability Block plus (C) the outstanding principal amount balance of Swing Loans outstanding at such timethe Second Lien Indebtedness. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries Borrowers are required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (B) amounts owing by Parent Borrowers or its their respective Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawApplicable Law) in and to such item of the Collateral, and (iii)ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount LESS the Letter of Credit Usage, or (ii) the Borrowing Base less the Letter of Credit Usage. For purposes of this Agreement, "Borrowing Base," as of any date of determination, shall mean the result of: (x) the lesser of (i) 85% of the amount of Eligible Non-Maintenance Accounts, less the amount, if any, of the Dilution Reserve, and (ii) an amount equal to 33% of Borrowers' Domestic Collections with respect to Accounts for the immediately preceding 90 day period, minus (y) the sum of (1i) the Letter of Credit Usage at such time, plus Accounts Reserve and (2ii) the principal Softech Reserve, minus (z) the aggregate amount of Swing Loans outstanding at such timereserves, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such timeif any, plus (2) the principal amount of Swing Loans outstanding at such timeestablished by Agent under SECTION 2.1(b). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section SECTION 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on SCHEDULE P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such Advances would cause the sum of the Revolver Usage and the Term Loan Amount to exceed 80% of the Borrower's Domestic Collections with respect to Accounts for the immediately preceding 90 day period. (d) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (e) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances in the Applicable Currency (“"Advances”") to Borrowers Borrower in an the Dollar Equivalent amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Dollar Equivalent amount of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum Dollar Equivalent amount of (1) the Letter of Credit Usage at such time. On the Second Amendment Effective Date, plus (2) the Lenders shall be deemed to have made inter-Lender assignments such that each Lender holds on the Second Amendment Effective Date a portion of the aggregate outstanding principal amount of Swing Loans outstanding at the Advances equal to such timeLender's respective Pro Rata Share thereof. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, employee wages (including accrued vacation pay and severance obligations), insurance premiums, unpaid pension plan contributions or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s 's Liens (such as Liens or trusts in favor of landlords, custom brokers, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii) currency rate fluctuations; provided, that (a) the amount of any such reserve shall bear a reasonable relationship to the event, condition or circumstance that is the basis for the reserve as determined by Agent in its Permitted Discretion and (b) Agent shall endeavor to provide Borrower with notice of any reserve established pursuant to this Section 2.1(c), but shall not be liable for the failure to do so. Without limiting the foregoing, Agent may establish (i) the Canadian Priority Payables Reserves, (ii) reserves in an amount equal to the Aggregate Bank Product Reserve Amount, and (iii) unless Agent has received a Collateral Access Agreement with respect to the Loan Parties' chief executive office, a reserve in an amount equal to 3 months rent payable under the lease for such property. (d) Anything to the contrary in this Section 2.1 notwithstanding, (i) at no time shall the Dollar Equivalent of the Canadian Dollar Advances exceed the Canadian Dollar Maximum Revolver Amount, (ii) at no time shall the Dollar Equivalent of the Euro Advances exceed the Euro Maximum Revolver Amount, (iii) at no time shall the Dollar Equivalent of the Sterling Advances exceed the Sterling Maximum Revolver Amount and (iv) at no time shall the Dollar Equivalent of the Foreign Currency Advances exceed the Foreign Currency Maximum Revolver Amount. (e) Notwithstanding anything contained in the Loan Documents to the contrary, Revolver Usage shall at no time exceed either (a) the maximum amount permitted to be outstanding under Section 3.8(b)(3) of the Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the corresponding section of the Permitted Refinancing Senior Unsecured Trust Indenture) or (b) the maximum amount permitted to be secured under clauses (10) and (27) of the definition of "Permitted Liens" set forth in the Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the corresponding clauses of the definition of "Permitted Liens" set forth in the Permitted Refinancing Senior Unsecured Trust Indenture), in each case as such provisions of the Senior Unsecured Trust Indenture or the Permitted Refinancing Senior Unsecured Trust Indenture may be amended, modified, waived or supplemented from time to time in accordance with the terms thereof.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such timeUsage. The parties acknowledge that the Lenders have made "Advances" (as defined in the Existing Loan Agreement) and the Existing Term Loan to the Borrowers under the Existing Loan Agreement, plus a portion of which remain outstanding on the Closing Date (2) immediately prior to the principal amount effectiveness of Swing Loans outstanding at such time, and (B) this Agreement). Upon the Borrowing Base at such time less the sum effectiveness of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, Agreement and subject to the terms and conditions hereof, each "Advance" (as defined in the Existing Loan Agreement) and the remaining portion of this Agreement, reborrowed at any time during the term of Existing Term Loan shall automatically be deemed to be an Advance to the Borrowers by the Lenders under this Agreement. The outstanding principal amount of Such Advance is sometimes referred to herein as the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this AgreementExisting Loan Facility Advance. (cb) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries the Loan Parties are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent the Loan Parties or its their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseCollateral Agent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Collateral Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)) any deterioration in the financial condition or credit quality of Barnes and Noble or Borders, or any other major customer. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of Bank Product Reserve. Notwithstanding the foregoing, (1i) the Letter aggregate Advances made during any week, together with all Advances made in prior weeks, shall not exceed the aggregate disbursements of Credit Usage at cash set forth for such timeweek, plus together with aggregate disbursements of cash set forth for all prior weeks, in each case as set forth in the Budget and (2ii) the principal amount of Swing Loans outstanding at such timeAdvances shall be used by Borrowers solely as set forth in Section 6.14. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves (i) with respect to sums that Borrowers or their Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, (ii) with respect to amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent could have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, Liens pertaining to employee wages or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) to address the results of any audit or appraisal performed by or on behalf of Agent from time to time after the Closing Date, including audits and appraisals of any Equipment, Inventory or Real Property, (iv) the Retained Professionals Carveout and UST Fees, and (v) other potential costs expenses pertaining to the Bankruptcy Case. Promptly after establishing any individual reserve for an amount in excess of $500,000, Agent will notify Borrowers thereof. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Co-Collateral Agents shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base (or any component thereof) or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Co-Collateral Agents in its their Permitted Discretion shall deem necessary or appropriate, including including, without limitation (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or Lien, the interest of a lessor under a Capital LeaseLease or the Lien securing the Term Loan Debt), which Lien or trust, in the Permitted Discretion of Agent Co-Collateral Agents likely would be pari passu with or have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (d) Borrower may, by written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request that the Maximum Revolver Amount be increased in minimum amounts of $5,000,000 and a maximum aggregate amount up to $25,000,000 (the “Revolver Increase Notice”) in which case Agent, Lenders, Borrowers and the other Guarantors agree to amend this Agreement to increase the Maximum Revolver Amount by any applicable increase set forth in the Revolver Increase Notice (the “Revolver Increase”); provided, that the Revolver Increase shall only be made, and the amendment described above with respect thereto shall only be entered into, if (i) at the time that such Revolver Increase is to be made (and after giving effect thereto), no Event of Default shall exist and be continuing, (ii) no existing Lender shall be required to participate in a Revolver Increase, (iii) Agent has approved the identity of any new Lender, such approval not to be unreasonably withheld or delayed, (iv) if applicable, Agent shall have received a joinder to this Agreement executed by any such Person approved by Agent pursuant to clause (iii) above, pursuant to which each such Person shall become a Lender under this Agreement and the other Loan Documents, (v) after giving pro forma effect to such Revolver Increase, Borrowers shall be in compliance with the financial covenants set forth in Section 7, as calculated notwithstanding the existence of a Covenant Testing Period, and (iiivi) Borrower shall deliver to Agent a certificate of Borrower on behalf of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of Borrower (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) certifying that the conditions set forth in clauses (i) through (v) have been met and (C) certifying that, before and after giving effect to such increase, the conditions set forth in Section 3.2 have been met. If Borrower’s request for the increase satisfies all of the terms and conditions set forth herein, Agent shall notify Borrower and each Lender of the date such increase is to be made (which date shall be within 5 Business Days of the date each of the foregoing conditions have been satisfied or waived). Each Lender shall have the option (but shall have no obligation) to participate in such Revolver Increase by notifying Agent within 5 Business Days of receipt by such Lender of notice of such Revolver Increase that such Lender elects to participate. With respect to any Revolver Increase, each participating Lender’s Revolver Commitment shall be increased by its Pro Rata Share of such Revolver Increase. If one or more Lenders elect not to participate in a Revolver Increase, the participating Lenders may elect to increase their participation in such Revolver Increase. If sufficient Lenders do not elect to participate in such Revolver Increase, Agent and Borrower may add new lenders for such purpose, subject to the provisions of Section 13 and the provisions above. In connection with such increase and as a further condition to providing such increase, Agent, Borrower and each Lender being added or increasing their Revolver Commitment shall execute such amendments, agreements, instruments and documents, if any, as Agent shall reasonably request to evidence such increase. On the Business Day following any such increase, all outstanding Advances shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Pro Rata Shares.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves with respect to (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and under any Section of this Agreement or any other Loan Document, (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender’s Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agentthe Lender’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and and (iii) Customer Credit Liabilities. Further, the Lender may establish reserves from time to time in the Lender’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory. In addition to the foregoing, the Lender shall have the right, as provided in Section 2.11(c), to have the Borrower’s Inventory reappraised by a qualified appraisal company selected by Lender from time to time after the Closing Date for the purpose of re-determining the Net Liquidation Value of Borrower’s Inventory and, as a result, re-determining the Borrowing Base. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus time and (2ii) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base Credit Amount at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) with 7 days' prior written notice to establish, increase, reduce, eliminate, or otherwise adjust Borrower to establish reserves from time to time against the Borrowing Base or the Maximum Revolver Credit Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) and reserves with respect to (Ai) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, Revolver Availability Period: each Revolver Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolver Advances”) to Borrowers denominated in Dollars or Euros in an aggregate amount (after giving effect to such Revolver Advance) at any one time outstanding not to exceed the lesser of: (i) : such Revolver Lender’s Revolver Commitment, or (ii) and such Revolver Lender’s Pro Rata Share of an amount equal to (1) the lesser of: of (Ax) the Maximum Revolver Amount less and (y) the sum of Borrowing Base at such time minus (12) (x) the Letter of Credit Usage at such time, time plus (2y) the principal amount of Swing Swingline Loans outstanding at such time, and ; and after giving effect to the making of any Revolver Advance: [reserved]; and the Revolver Usage shall not exceed the lesser of (B1) the Maximum Revolver Amount and (2) the Borrowing Base at such time less time. For purposes of this Section 2.1(a), the sum Borrowing Base will be based upon the Borrowing Base Certificate most recently delivered in accordance with the terms of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) this Agreement. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolver Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) . Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) ), in consultation with the Company, to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including including, but not limited to, (i) reserves in an amount equal to (A) the Bank Product Reserve Amount and (B) the Carve Out Reserve Amount, (ii) subject to the proviso in clause (e) of the definition of “Eligible Inventory”, Rent Reserves, (iii) reserves with respect to (A) sums that Parent the Company is or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assetsassets (other than Real Property), rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing owing, to the extent more than 90 days past due, by Parent the Company or its Subsidiaries any other Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral included in the Borrowing Base (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the CollateralCollateral included in the Borrowing Base; provided that the Agent may not implement reserves with respect to matters which would be duplicative with ineligible Accounts or Inventory; provided further that with respect to any leased or warehouse location of a US Loan Party or a Borrowing Base Foreign Guarantor with respect to which a Collateral Access Agreement has not been obtained, Agent may impose a reserve under either clauses (ii) or (iii)(B) above, but not both, with respect to such location and any Collateral included in the Borrowing Base thereon, and (iii)C) Priority Payables.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”"ADVANCES") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: THE LESSER OF (Ai) the Maximum Revolver Amount less the sum of (1) LESS the Letter of Credit Usage at such timeUsage, plus or (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) LESS the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section SECTION 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Companies are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, (ii) allowances for price protection, returns and discounts, (iii) accrued royalty payments owed to licensors, (iv) allowances for litigation expenses of the Companies, and (Bv) amounts owing by Parent or its Subsidiaries Companies to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on SCHEDULE P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valoremAD VALOREM, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this SECTION 2.1 may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during Lender agrees to make advances (each, an "Advance" and, collectively, the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally"Advances") to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of Amount, or (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less Base-Total; provided, that Lender shall not be obligated to make any Initial Purchase Advance for any Portfolio Pool after the sum Advance Period; provided, further, that each Initial Purchase Advance shall not exceed the lesser of (1i) the Letter Initial Purchase Advance Percentage times the purchase price for the Portfolio Pool to be acquired with such Initial Purchase Advance, or (ii) 30% of Credit Usage at the ERRV for such timePortfolio Pool, plus (2) as determined by Lender on the principal date of such Initial Purchase Advance; and provided, further, that the aggregate LOAN AND SECURITY AGREEMENT - Page 20 -------------------------- amount of Swing Loans unpaid Advances at any time outstanding at in respect of any Portfolio Pool shall not exceed the Borrowing Base-Pool for such timePortfolio Pool. (b) Anything to the contrary in this Section 2.1 notwithstanding, Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender in its Permitted Discretion shall deem necessary or appropriate, against any Borrowing Base-Pool or Borrowing Base-Total. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount or the amount allowed pursuant to Section 2.1(a). (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount (as in effect at the time of determination) less the then outstanding balance of the Term Loan less the Letter of Credit Usage, or (ii) the Borrowing Base less the Letter of Credit Usage. For purposes of this Agreement, "Borrowing Base," as of any date of determination, shall mean the result of: (x) the lesser of (i) the sum of: (A) 85% of the amount of Eligible Accounts plus (B) the lesser of (1) the Letter 85% of Credit Usage at such time, plus Eligible Foreign Accounts or (2) $2,000,000; less the principal amount amount, if any, of Swing Loans outstanding at such timethe Dilution Reserve, and (Bii) an amount equal to Borrowers' Collections with respect to Accounts for the Borrowing Base at such time less immediately preceding 45 day period, minus (y) the sum of (1) the Letter of Credit Usage at such timeBank Product Reserve, plus (2) the principal Availability Block, the Asset Sale Reserve and the aggregate amount of Swing Loans outstanding at such timeall other reserves, if any, established by Agent under Section 2.1(b). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to against the Bank Product Reserve AmountBorrowing Base, (ii) including, without limitation, reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, Collateral and (iii)) mortgage, rent or other such payments with respect to any leased location of any Borrower at which Books and Records of such Borrower pertaining to Accounts and/or Inventory are located and for which Agent has not received a Collateral Access Agreement. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans make: (“Advances”i) U.S. Advances to U.S. Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ax) the Maximum Revolver Amount less the sum of (1) Letter of Credit Usage at such time plus (2) the aggregate principal amount of U.K. Advances outstanding at such time, and (y) the U.S. Borrowing Base at such time less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) U.K. Advances to U.K. Borrower in an amount at any one time outstanding not to exceed such Lender's Pro Rata Share of an amount equal to the least of (x) $10,000,000, (y) the Borrowing Base at such time Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, time plus (2) the aggregate principal amount of Swing Loans U.S. Advances outstanding at such time, and (z) the U.K. Borrowing Base at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against each of the U.S. Borrowing Base and the U.K. Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including, without limitation, reserves with respect to (i) sums that Borrowers or their Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, (ii) amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, or claim of a retention of title to, any of the Collateral (other than a Permitted Lien), which Lien, trusts, preferential claims or claim of retention of title in the Permitted Discretion of Agent likely would have a priority superior to the Agent's Liens (such as Liens, trusts, preferential claims or claims of retention of title in favor of employees, creditors, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) fluctuations in foreign exchange rates or currency valuations, (iv) the aggregate amount, if any, of all trade payables of Loan Parties and their Subsidiaries aged in excess of their historical levels with respect thereto and all book overdrafts of Loan Parties and their Subsidiaries in excess of their historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion, (v) amounts that could become due to the administrator of any Insolvency Proceeding of a U.K. Loan Party which would have priority over Agent's floating charge on the Collateral, and (vi) amounts that could become due to any unsecured creditors in any Insolvency Proceeding of a U.K. Loan Party which would have priority over Agent's floating charge on the Collateral; provided, that Agent shall not establish any reserve that is duplicative of a reserve that has already been established under this Agreement (including, without limitation, the U.K. Dilution Reserve and the U.S. Dilution Reserve). (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (aA) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i1) such Lender’s Revolver Commitment, or (ii2) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) a. the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) b. the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (bB) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (cC) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are any Loan Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries any Secured Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, processors, warehousemen, carriers, custom brokers, freight forwarders, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Without limiting the foregoing, Agent may establish a reserve for any leased location at which Collateral is included in the Borrowing Base and (iii)for which Agent has not received a Collateral Access Agreement. Any reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, andand Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, or claim of retention of title to, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens Liens, preferred claims, claims of retention of title, or trusts in favor of employees, creditors, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including, without limitation, reserves with respect to (i) sums that Borrower or any Guarantor is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, including employee, corporate and real property taxes, assessments, employee wages (including accrued vacation pay and severance payments), insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, (ii) amounts owing by Borrower or any Guarantor to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, employees, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) repossession claims of unpaid supplies, (iv) potential currency fluctuations pertaining to Accounts payable in currency other than in Dollars included in the Borrowing Base and (v) the Rent Reserve and the Irish Reserve. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (cd) Anything Amounts borrowed pursuant to the contrary in this Section 2.1 notwithstanding, Agent consisting of Advances shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount be denominated in such amounts, Dollars and with respect to such matters, as Agent repaid in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)Dollars.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1A) the Letter of Credit Usage at such time plus (B) the principal amount of Swing Loans outstanding at such time, plus (C) the Bank Product Reserve Amount at such time, plus (D) the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) at such time and (ii) the Borrowing Base at such time less the sum of (A) the Letter of Credit Usage at such time, plus (2B) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum ; provided that no Lender shall make Advances in excess of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeits Revolver Commitment. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, eliminate or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount amounts that Borrowers are otherwise entitled to borrow under Section 2.1(a) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including including, without limitation, (i) reserves in an amount equal to the Bank Product Reserve Amount, Amount and (ii) reserves with respect to (A) the Canadian Priority Payables Reserves, (B) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (BC) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or Lien, except for Permitted Liens incurred pursuant to clause (t) of the interest of a lessor under a Capital Leasedefinition thereof), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; in each case, in such amounts not to exceed the amounts required to be paid or owed by Parent or its Subsidiaries, as the case may be. (d) Notwithstanding the foregoing, the Lenders with Revolver Commitments shall have no obligation to make any Advances if, either immediately before or after giving effect to any such Advance, the Revolver Usage exceeds the amount of Indebtedness that on such day remains available to be incurred by Parent and the Guarantors (iiias defined in the Indentures) under Section 4.09(b)(1) of the Indentures (the amount of such excess is hereafter referred to as the “Indenture Deficit”).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this AgreementRevolving Credit Availability Period, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) minus the Letter of Credit Usage at such time, plus or (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) minus the Letter of Credit Usage at such time, plus (2) . All “Advances” outstanding under the principal amount Original Loan Agreement as of Swing Loans the Closing Date immediately before the effectiveness of this Agreement will be deemed to be and continued as Advances outstanding at such timehereunder. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral, and (iii)iv) the aggregate amount of unfunded commitments of Borrower to the makers of Notes Receivable. So long as no Default or Event of Default has occurred and is continuing, Agent shall first notify and attempt to discuss with Borrower any such reserve that Agent proposes to establish unless Agent, in its Permitted Discretion, believes that exigent circumstances justify the immediate establishment of such reserve. (c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowedre-borrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s 's Revolver Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) 1. the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) 2. the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. Amounts borrowed pursuant to this Section 2.1 and interest accruing thereon shall be evidenced by the records of Agent and the applicable Lender. At the request of any Lender, Borrower shall deliver a Revolver Note to such Lender. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, or insurance premiums, or, or in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, bailees, processors, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) reserves with respect to all amounts owed or payable to Technicolor by Borrower or any other Loan Party, (iv) reserves with respect to Royalties, and (iii)v) reserves with respect to exposure to fluctuations in the conversion rate between Canadian dollars and Dollars relating to Accounts payable in Canadian dollars.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2ii) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base Loan Limit at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount Availability in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are any Credit Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent any Credit Party or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Agent shall use reasonable efforts to notify Administrative Borrower at or before the time any such reserves are to be established, provided, however, the lack of any such notice shall not affect the validity or effectiveness of any reserve established by Agent. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date, or if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (d) Borrowers may, no more than once during the term of this Agreement, request an increase to the Commitment and Maximum Revolver Amount each by an amount up to $25,000,000 so long as: (i) immediately prior to and after giving effect to such increase no Default or Event of Default has occurred and is continuing; (ii) such request is made on or before the date that is 18 months after the Closing Date; (iii) Borrowers have paid all fees in connection with such increase required under the Loan Documents, (iv) such elected increase amount is no less than $5,000,000 and a multiple of $5,000,000 and (iiiv) a Successful Syndication shall have occurred with respect to the aggregate amount of such increase to the Commitment. Any election made pursuant to this Section 2.1(d) must be submitted in writing to Agent by Administrative Borrower and contain a representation as to the absence of all Defaults and Events of Default. The increase to the Commitment and Maximum Revolver Amount described in this Section 2.1(d) (the “Line Increase”) shall become effective upon written notice to Administrative Borrower by Agent confirming the satisfaction of the conditions set forth in this Section 2.1(d).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) ), on and after the Revolver Facility Effective Date, to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such timeUsage. For purposes of this Agreement, plus "Borrowing Base," as of any date of determination, shall mean the result of: (2x) the principal amount of Swing Loans outstanding at such timelesser of (i) Loan Parties' aggregate Collections with respect to their cash receipts and Accounts, without duplication, for the immediately preceding 21 day period, and (Bii) 60% of the Borrowing Base at such time less Enterprise Value of the sum of (1) Parent and its Subsidiaries taken as a whole, minus the Letter of Credit Usage at such time, plus (2) the aggregate principal amount of Swing Loans outstanding at such timethe Term Loan outstanding, minus (y) the aggregate amount of reserves, if any, established by Agent under SECTION 2.1(b). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section SECTION 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valoremAD VALOREM, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, Agent shall have the right to have the Enterprise Value redetermined by a qualified appraisal company selected by Agent from time to time after the Revolver Facility Effective Date, which redetermination, so long as no Event of Default has occurred and is continuing, shall be conducted at Borrowers' expense no more frequently than one time during each six month period following the Revolver Facility Effective Date and, after the occurrence and during the continuance of an Event of Default, at Borrowers' expense as frequently as Agent shall reasonably determine. Based upon the results of any such redetermination, and any other information received from the collateral reporting required under SECTION 6.2 with respect to Loan Parties' Collections, Agent may, in its Permitted Discretion, redetermine the Borrowing Base. (iii)c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the sum of the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Adjusted Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, royalty payments, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) reserves (determined from time to time by Agent in its Permitted Discretion) for (y) the estimated costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties, and other similar unpaid costs associated with the acquisition of Eligible In-Transit Inventory by any Borrower, plus (z) the estimated reclamation claims of unpaid sellers of Inventory sold to any Borrower, and (iii)iv) outstanding gift certificates and gift cards of the Borrowers and their Subsidiaries entitling the holder thereof to use all or a portion of the certificate or card to pay all or a portion of the purchase price for any Inventory.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: least of (Ai) the Maximum Revolver Amount less the Letter of Credit Usage at such time, (ii) the Credit Amount at such time less the sum of (1A) the Letter of Credit Usage at such time, plus (2B) the outstanding principal amount balance of Swing Loans outstanding the Term Loan at such time, and time and (Biii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) with 7 days’ prior written notice to establish, increase, reduce, eliminate, or otherwise adjust Borrower to establish reserves from time to time against the Borrowing Base or and the Maximum Revolver Credit Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) Reserves and reserves with respect to (Ai) Holdbacks that may be payable in connection with any Permitted Acquisition to the extent Borrower has not established a cash collateral account with Agent containing cash in the amount of such Holdbacks, (ii) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Biii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreementperiod from the date hereof until the Maturity Date, each US Lender with a US Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“US Advances”) to US Borrowers which in an amount the aggregate at any one time outstanding will not to exceed the lesser of: (i) such US Lender’s US Revolver Commitment, or (ii) such US Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum US Revolver Amount less the sum of (1) the US Letter of Credit Usage at such time, plus (2) the principal amount of Swing Line Loans outstanding at such time, and (B) the US Borrowing Base at such time less the sum of (1) the US Letter of Credit Usage at such time, plus (2) the principal amount of Swing Line Loans outstanding at such time; provided, that, in no event shall any Lender be required to make an Advance if it would cause the sum of US Revolver Usage and Ex-Im Revolver Usage at any time to exceed the Maximum Revolver Amount at such time. (b) Subject to the terms and conditions of this Agreement, and during the period from the date hereof until the Ex-Im Maturity Date, each US Lender with an Ex-Im Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Ex-Im Advances”) to US Borrowers which in the aggregate at any one time outstanding will not exceed the lesser of: (i) such US Lender’s Ex-Im Revolver Commitment, or (ii) such US Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Ex-Im Revolver Amount at such time, and (B) the Ex-Im Borrowing Base at such time; provided, that, in no event shall any Lender be required to make an Advance if it would cause the sum of US Revolver Usage and Ex-Im Revolver Usage at any time to exceed the Maximum Revolver Amount at such time. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time and from time to time during the term of this Agreement. The outstanding principal amount of the Advances (other than the Ex-Im Advances), together with interest and fees accrued thereonon such Advances, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. The outstanding principal amount of the Ex-Im Advances, together with interest and fees accrued thereon, shall be due and payable on the Ex-Im Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (cd) Anything to the contrary in this Section 2.1 notwithstandingthe Loan Documents notwithstanding (but subject to the immediately succeeding sentence), Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the US Borrowing Base, and/or the Ex-Im Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including but in all cases without duplication, including, without limitation (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums amounts that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document and which Parent and its Subsidiaries fail to pay when due and or (such as taxesB) the amount of Priority Payables due and payable, assessments(iii) reserves in respect of amounts owing to the landlord, insurance premiums, or, in the case of leased assets, rents warehouseman or other operator of any property at which any Revolving Loan Priority Collateral is located but for which Agent has not received a Collateral Access Agreement; provided, that, the amount of the reserve for any such property shall not exceed three (3) months of mortgage, rental or similar payments payable by the Loan Parties for such property and, if a default under the applicable lease or other agreement by the Loan Parties exists, an amount equal to the amounts due and payable under such leaseslease or other agreement (except that any of the foregoing amounts under this clause (iii) and has failed shall from time to pay when duetime (A) be eliminated with respect to a property upon the receipt by the Agent of a Collateral Access Agreement for such property, (B) be adjusted upon the opening or closing of a Collateral location subject to the limits described above, or (C) be adjusted upon any change actually known to Agent in the amount of rental, mortgage or similar payments subject to the limits described above), and (iv) reserves in respect of the amounts then due and owing to NGE under the NGE Agreement; provided, that, the amount of such reserve under this clause (iv) shall not exceed one month of servicing fees payable to NGE under the NGE Agreement and, if a default under the NGE Agreement exists, an amount equal to the amounts due and payable to NGE under the NGE Agreement; provided, further, that, any reserve established under this clause (iv) shall be released promptly upon Agent’s receipt of reasonably satisfactory evidence that Agent shall have received an aggregate amount of Environmental Insurance Receivables Prepayments equal to the lesser of (A) 80% of the Eligible Insurance Accounts in existence on the Closing Date or (B) amounts owing by Parent or its Subsidiaries to $20,000,000. In each case such reserves shall be established against the US Borrowing Base and/or the Ex-Im Borrowing Base (but without duplication of any Person such reserves), and to the extent secured by that a Lien onreserve is in respect of amounts that may be payable to third parties, Agent may, in its Permitted Discretion, deduct such reserve from the Maximum US Revolver Amount and/or the Maximum Ex-Im Revolver Amount (but without any duplication). To the extent an event, circumstance or trust overotherwise is addressed in (or a deduction is taken pursuant to) the definitions of Eligible Accounts, any Eligible Inventory or Eligible Insurance Accounts, Agent shall not establish a reserve for the same purpose. (e) Except in Agent’s discretion and with the consent of all Lenders, the aggregate amount of the Collateral US Advances and Letters of Credit outstanding at any time (i) based on Eligible Inventory consisting of work in process shall not exceed $5,000,000, (ii) based on Eligible Inventory consisting of chemicals used or consumed in the manufacturing of inventory shall not exceed $5,000,000, (iii) based on Eligible Inventory consisting of consigned inventory (including, without limitation, consigned inventory in the possession of a consignee, consigned inventory in transit to a consignee or any other consigned inventory) shall not exceed $12,500,000, (iv) based on Eligible Inventory consisting of Eligible In-Transit Inventory shall not exceed $12,500,000, (v) based on Eligible Ex-Im Accounts owing by Account Debtors located in Mexico shall not exceed $20,000,000, and (v) based on Eligible Ex-Im Accounts owing by Account Debtors located in any country (other than a Permitted Lien which is a permitted purchase money Lien the United States, Canada or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawMexico) in and to such item of the Collateral, and (iii)shall not exceed $5,000,000.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this AgreementRevolving Credit Availability Period, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) Advances to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderLxxxxx’s Commitment, or (ii) such LenderLxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Available Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time.; (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base (or the Maximum Revolver Amount in the case of clause (iv) below) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal up to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (B) amounts owing by Parent Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral, and (iii)iv) up to the aggregate amount of available unfunded revolver commitments of Borrower to the makers of Notes Receivable. (c) During the Amortization Period until the reduction to zero of all outstanding commitments in respect of Revolving Notes Receivable, each Lender shall make Post-Termination Revolving Note Receivable Fundings up to an aggregate amount equal to such Lxxxxx’s Commitment less outstanding Advances made by such Lxxxxx. Requests for and funding of Post-Termination Revolving Note Receivable Fundings shall be made in accordance the procedures set forth in Section 2.2; provided, that the Agent may, in its sole discretion, advance funds constituting Post-Termination Revolving Note Receivable Fundings to (i) the Borrower or (ii) the applicable Account Debtor directly, on behalf of the Borrower, and in either case, such funds shall be used solely for the purpose of funding advances requested by an Account Debtor under a Revolving Note Receivable. (d) Axxxxxx borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this AgreementUsage. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time establish and modify Permitted Reserves against the Borrowing Base or the Maximum Revolver Amount Availability in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including with respect to (i) reserves shrinkage (so as to bring perpetual records in an amount equal to the Bank Product Reserve Amountline with historical levels), (ii) reserves potential liabilities to customers, including without limitation, in connection with merchandise deposits, returns, merchandise credits, gift certificates, and frequent shopper programs, (iii) bad debt write-downs, discounts, advertising allowances, credits, or increases in other dilutive items with respect to Accounts, (Aiv) unpaid freight charges, warehousing or storage charges, taxes, duties, and other similar unpaid costs associated with the acquisition of Inventory, (v) sums that Parent or its Subsidiaries are any Credit Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, (vi) damaged goods, refurbished goods, goods returned for resale and similar goods, (Bvii) Eligible U.S. Territory Inventory, (viii) amounts owing by Parent or its Subsidiaries any Credit Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 to the Closing Compliance Certificate which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, Collateral and (iii)ix) during any Subordinated Notes Prepayment Test Period, Agent shall be entitled to implement a reserve in the full amount of the obligations due and owing in respect of such Senior Subordinated Notes (net of Borrower’s unrestricted cash on hand) until such Senior Subordinated Notes are paid in full or refinanced as otherwise permitted hereunder. In addition to the foregoing, Agent shall have the right, subject to the any other limitations contained herein or in the Loan Documents, to have the Collateral reappraised by a qualified company selected by Agent from time to time after the Closing Date; provided that, Borrower will not be required to reimburse such costs unless a Default or Event of Default has occurred and is continuing, in which case Borrower will be responsible for the expenses of all such appraisals or, in the event that Revolver Usage is in excess of $100,000,000 or Excess Availability is less than or equal to $100,000,000, in which case Agent shall be limited to reimbursement for a maximum of two (2) such appraisals or audits in any 12 month period. (b) The Lenders shall have no obligation to (i) make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount and (ii) make any Advance hereunder which would cause the sum of all of its outstanding Advances to exceed such Lender’s respective Revolver Commitment. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this AgreementRevolving Credit Availability Period, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of or (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less Base. All “Advances” outstanding under the sum Original Loan Agreement as of (1) the Letter Closing Date immediately before the effectiveness of Credit Usage at such time, plus (2) the principal amount of Swing Loans this Agreement will be deemed to be and continued as Advances outstanding at such timehereunder. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral, and (iii)iv) the aggregate amount of unfunded commitments of Borrower to the makers of Notes Receivable. So long as no Default or Event of Default has occurred and is continuing, Agent shall first notify and attempt to discuss with Borrower any such reserve that Agent proposes to establish unless Agent, in its Permitted Discretion, believes that exigent circumstances justify the immediate establishment of such reserve. (c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees to make advances (severally, not jointly or jointly and severally"Advances") to make revolving loans (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, Lender shall have the right to have the Borrower's Inventory reappraised by a qualified appraisal company selected by Lender from time to time after the Closing Date for the purpose of re-determining the Net Liquidation Percentage of Borrower's Inventory (which appraisal can consist of a full appraisal including a site visit) and, as a result, re-determining the Borrowing Base, provided, however so long as no Default or Event of Default has occurred and is continuing hereunder, the Borrower shall only be obligated to pay for two such reappraisals in each calendar year. (iii)c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this AgreementRevolving Credit Availability Period, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) Advances to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Available Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time.; (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base (or the Maximum Revolver Amount in the case of clause (iv) below) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal up to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (B) amounts owing by Parent Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral, and (iii)iv) up to the aggregate amount of available unfunded revolver commitments of Borrower to the makers of Notes Receivable. (c) During the Amortization Period until the reduction to zero of all outstanding commitments in respect of Revolving Notes Receivable, each Lender shall make Post-Termination Revolving Note Receivable Fundings up to an aggregate amount equal to such Lender’s Commitment less outstanding Advances made by such Lender. Requests for and funding of Post-Termination Revolving Note Receivable Fundings shall be made in accordance the procedures set forth in Section 2.2; provided, that the Agent may, in its sole discretion, advance funds constituting Post-Termination Revolving Note Receivable Fundings to (i) the Borrower or (ii) the applicable Account Debtor directly, on behalf of the Borrower, and in either case, such funds shall be used solely for the purpose of funding advances requested by an Account Debtor under a Revolving Note Receivable. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are Borrower is required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (B) amounts owing by Parent Borrower or its Domestic Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters, as Agent in its Permitted Discretion shall deem necessary or appropriate. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reserves with respect to (i) sums that Borrowers or their Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (ii) amounts owing by Parent and its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, or claim of retention of title to, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens, preferred claims, claims of retention of title, or trusts in favor of employees, creditors, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of or (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeBase. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or any of its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (iii) the valuation of any Note Receivable, the Collateral securing any Note Receivable, or other Collateral, and (iii)iv) the aggregate amount of unfunded commitments of Borrower to the makers of Notes Receivable. So long as no Default or Event of Default has occurred and is continuing, Agent shall first notify and attempt to discuss with Borrower any such reserve that Agent proposes to establish unless Agent, in its Permitted Discretion, believes that exigent circumstances justify the immediate establishment of such reserve. (c) The Lenders shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. Textron's obligation to fund any Revolver Advance(s) shall be conditioned upon the satisfaction of each of the following conditions precedent with respect to each Revolver Advance: (a) Subject Borrower shall deliver to Textron a Compliance Certificate in form and content attached hereto as Exhibit A, signed by a duly authorized corporate officer of Borrower, certifying that the terms information and conditions of this Agreement, statements therein are true and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timecorrect. (b) Amounts borrowed Borrower shall have provided evidence satisfactory to Textron that (x) gross revenues attributable to the Property for the most recent twelve (12) month period have not decreased from gross revenues from any prior twelve (12) month period by thirty percent (30%) or more and (y) Net Operating Income attributable to the Real Property during the most recent twelve (12) month period has not decreased from Net Operating Income for any prior twelve (12) month period by twenty percent (20%) or more. Such evidence shall be in the form of the financial information required pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount 1.12 of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this AgreementLeasehold Mortgage. (c) Anything Borrower shall not be entitled to receive more than one Revolver Advance per thirty (30) day period. (d) There shall not have occurred any Event of Default under the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement Leasehold Mortgage or any other Loan Document which has not been cured within any applicable cure period nor shall there have occurred any event which with notice, the passage of time, or both, would constitute an Event of Default under the Leasehold Mortgage or any other Loan Document. (such e) Borrower shall have demonstrated a satisfactory payment history with respect to the Loan. (f) Textron shall have determined that Borrower has not deferred any maintenance or otherwise limited expenses in order to achieve the required Debt Service Coverage Ratio. (g) Borrower shall obtain and deliver to Textron, at Borrower's sole cost and expense, an endorsement to the mortgagee's policy of title insurance (the "Title Policy") issued to Textron concurrently with the First Advance, which endorsement shall: (i) "down-date" the effective date of the Title Policy to the date of the requested Advance; and (ii) contain no additional exceptions to coverage which were not included in the Title Policy. Borrower acknowledges and agrees that if any of certifications under the Compliance Certificate are not true and correct in all material respects, said event shall immediately constitute a default under the Loan Documents and immediately entitle Textron to all rights and remedies under the Loan Documents. Borrower acknowledges that with respect to said event, it shall not have any notice or cure period, except in for any misstatement that does not materially adversely affect the value or operation of the Property as taxes, assessments, insurance premiums, ordetermined by Textron ("Minor Breach"), in which case, Textron agrees to allow Borrower 15 days after notice of the case Minor Breach to cure said Minor Breach, or such longer period of leased assetstime as reasonably deemed necessary if Textron determines said cure can not be effectuated within 15 days. If Borrower fails to cure the Minor Breach within said cure period, rents or other then Borrower shall immediately pay back to Lender the funds disbursed to Lender in reliance upon the Certificate containing the Minor Breach (excluding the initial advance), together with accrued interest on said amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person based upon the Basic Interest Rate from the date of disbursement to the extent secured by a Lien on, or trust over, any of date the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)funds are returned.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans Advances outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans Advances outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent any Borrower is or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent any Borrower is or its it Subsidiaries are to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. (i) Subject to the terms and conditions set forth herein, at any time or times during the period from the Closing Date through and including the date that is 6 months prior to the Maturity Date, Administrative Borrower may request of Agent in writing that the then effective Maximum Revolver Amount, the Revolver Commitments and the Total Commitments be increased by an aggregate amount up to $20,000,000 (the “Maximum Revolver Increase Amount”). Such notice shall set forth the Maximum Revolver Increase Amount being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000). Upon satisfaction of each of the following conditions after the making of such request, the Maximum Revolver Amount and the Revolver Commitments shall be increased by the Maximum Revolver Increase Amount: (i) Borrowers shall have obtained Agent’s consent to such Maximum Revolver Increase Amount, (ii) immediately prior to and after no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such increase in the Maximum Revolver Amount and the Revolver Commitments, in each case as of the time of the making of such request by Administrative Borrower for such increase through and including the date, if any, that the Maximum Revolver Amount and the Revolver Commitments have been so increased, (iii) no Material Adverse Effect shall have occurred as of the time of the making of such request by Administrative Borrower for such increase through and including the date, if any, that the Maximum Revolver Amount and the Revolver Commitments have been so increased, (iv) each Loan Party shall execute and deliver such documents and instruments and take such other actions as may be requested by Agent in connection with such increase, (v) either existing Lenders or other banks, financial institutions or investment funds shall have agreed to provide the Maximum Revolver Increase Amount, in each case in accordance with clause (ii) below, and (iii)vi) Administrative Borrower shall have delivered a certificate, in form and substance satisfactory to Agent indicating that all of the conditions to such increase set forth in this clause (a) have been satisfied. (ii) Participation in the Maximum Revolver Increase Amount shall be offered first to each of the existing Lenders, but no Lender shall have any obligation whatsoever to provide all or any portion of such Maximum Revolver Increase Amount. Each of the existing Lenders shall have 20 Business Days following receipt of a request for the Maximum Revolver Increase Amount from Administrative Borrower to notify Administrative Borrower and Agent of such Lender’s commitment to increase its Revolver Commitment, as applicable. In the event that Administrative Borrower has not received commitments from the existing Lenders in an amount equal to the requested Maximum Revolver Increase Amount within such 20 Business Day period, then Administrative Borrower may invite other banks, financial institutions and investment funds acceptable to Agent to be joined as parties to this Agreement as Lenders hereunder with respect to the portion of the Maximum Revolver Increase Amount not taken within such 20 Business Day period by existing Lenders; provided, that, such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as Agent and Borrowers may reasonably request.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to to, as of any date of determination, the difference of: (A) the lesser of: : (Ai) the EBITDA Revolver Limiter or (ii) the Maximum Revolver Amount less minus (B) the sum of of: (1) the Letter of Credit Usage at such time, plus (2) the principal Bank Product Reserve, and (3) the aggregate amount of Swing Loans outstanding at such timereserves, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such timeif any, plus (2) the principal amount of Swing Loans outstanding at such timeestablished by Agent under Section 2.1(b). (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Maximum Revolver Amount, including reserves (i) with respect to (A) sums that Borrowers are required to pay by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (B) amounts due and owing by Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees to make advances (severally, not jointly or jointly and severally"Advances") to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed Borrower solely for the lesser ofpurposes allowed by Section 7.17, provided, that: (i) the Purchase Advance in respect of any Portfolio Pool shall not exceed the sum of the Borrowing Base for each Eligible Asset in such Lender’s Commitment, orPortfolio Pool, (ii) such Lender’s Pro Rata Share the aggregate unpaid balance of all Advances at any time outstanding shall not exceed the lesser or (A) the sum of the Borrowing Base for all Eligible Assets or (B) the Maximum Credit Amount and (iii) the aggregate unpaid balance of Advances at any time outstanding that have not been converted to a Term Loan pursuant to Section 2.2(a) shall not exceed an amount equal to the lesser of: (A) the Maximum Revolver Credit Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeTerm Loan Usage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, LOAN AND SECURITY AGREEMENT - Page 27 DALLAS2 939606V9 53877-00012 assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender's Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agent’s the Lender's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawApplicable Law) in and to such item of the Collateral. Lender will endeavor to inform Borrower of any such reserves within 5 Business Days after establishing same, provided, that Lender shall no liability for any delay or failure in doing so and any delay or failure to do so shall not impair any of Lender's rights or Borrower's obligations under the Loan Documents. (iii)c) Lender shall have no obligation to make Advances on or after the Maturity Date. Lender shall have no obligation to make Advances hereunder to the extent such Advances would cause the outstanding Advances to exceed the amount of Advances allowed to be outstanding by this Agreement. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the and/or Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, (ii) fluctuations in currency exchange rates, (iii) claims by unpaid vendors with respect to Inventory, (iv) licensing fees, royalties and other payments that may be payable in connection with the production, sale and distribution of Inventory, (v) charge-backs to Accounts, (vi) amounts owing to vendors in respect of the “Best Buy Software as a Service (S2) Program,” and (Bvii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease)Collateral, which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Without limitation of the foregoing, Agent shall establish reserves for all amounts payable to the holders of the security interests set forth on Schedule 2.1(c). The amount of any such reserve shall bear a reasonable relationship to the event, condition or circumstance that is the basis for the reserve as determined by Agent in its Permitted Discretion and (iii)shall not be duplicative of other reserves factored in the formula of the Borrowing Base.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries the Loan Parties are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent the Loan Parties or its their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseCollateral Agent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Collateral Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)) any deterioration in the financial condition or credit quality of Xxxxxx and Xxxxx or Borders, or any other major customer. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable as a result of the exercise of the remedies during the existence of an Event of Default (or automatically with respect to the Events of Default set forth in Sections 8.4 and 8.5 of this Agreement) pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves (“Reserves”) from time to time against the Borrowing Base or (or, in the case of the Maximum Revolver Amount any Priority Reserves) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves Reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves Reserves with respect to (A) sums that Parent or its Subsidiaries are any Loan Party is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries any Loan Party to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or Permitted Purchase Money Lien, the interest of a lessor under a Capital Lease, or a Lien upon any Notes Priority Collateral Assets securing Permitted Senior Indebtedness, if any), which Lien or trust, in the Permitted Discretion of Agent would be reasonably likely would to have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable lawApplicable Law) in and to such item of the Collateral, and (iiiC) unpaid liabilities owing by Borrowers to vendors with respect to purchases of logs and timber and Collateral subject to a Licensor’s Intellectual Property rights with respect to which Borrowers have not obtained a Collateral Access Agreement and contingent obligations in respect of surety bonds that could take priority over the Obligations or Agent’s Lien on the Collateral. In addition, during a Cash Dominion Trigger Period, Agent may review and adjust any calculation of the Availability or the Borrowing Base in any Borrowing Base Certificate to reflect Agent’s reasonable estimate of declines in the value of any Collateral (due to Collections received in any Controlled Deposit Account or otherwise); to adjust advance rates to reflect changes in dilution, quality, mix, and other factors affecting Collateral; and to the extent that any such calculation is not in accordance with this Agreement or does not accurately reflect any Reserves. (d) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, any Reserves shall be determined by the Agent from to time, acting in its Permitted Discretion; provided that circumstances, conditions, events, or contingencies arising prior to the Closing Date of which Agent has actual knowledge prior to the Closing Date shall not be the basis for any new establishment or modification of any Reserve unless such circumstances, conditions, events, or contingencies shall have changed since the Closing Date.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (including Swing Loans) (collectively, “Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount Credit less the sum of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent notwithstanding Co-Collateral Agents shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time establish Reserves against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Co-Collateral Agents in its their Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves Reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trustLien, in the Permitted Discretion of Agent Co-Collateral Agents likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii).

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances in the Applicable Currency (“"Advances”") to Borrowers Borrower in an the Dollar Equivalent amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Dollar Equivalent amount of (1) the Letter of Credit Usage at such time, plus and (2) the principal amount of Swing Loans outstanding at such time, and (Bii) the Borrowing Base at such time less the sum Dollar Equivalent amount of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, employee wages (including accrued vacation pay and severance obligations), insurance premiums, unpaid pension plan contributions or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (Bii) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s 's Liens (such as Liens or trusts in favor of landlords, custom brokers, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii) currency rate fluctuations; provided, that (a) the amount of any such reserve shall bear a reasonable relationship to the event, condition or circumstance that is the basis for the reserve as determined by Agent in its Permitted Discretion and (b) Agent shall endeavor to provide Borrower with notice of any reserve established pursuant to this Section 2.1(c), but shall not be liable for the failure to do so. Without limiting the foregoing, Agent may establish (i) the Canadian Priority Payables Reserves, (ii) reserves in an amount equal to the Aggregate Bank Product Reserve Amount, and (iii) unless Agent has received a Collateral Access Agreement with respect to the Loan Parties' chief executive office, a reserve in an amount equal to 3 months rent payable under the lease for such property. (d) Anything to the contrary in this Section 2.1 notwithstanding, (i) at no time shall the Dollar Equivalent of the Canadian Dollar Advances exceed the Canadian Dollar Maximum Revolver Amount, (ii) at no time shall the Dollar Equivalent of the Euro Advances exceed the Euro Maximum Revolver Amount, (iii) at no time shall the Dollar Equivalent of the Sterling Advances exceed the Sterling Maximum Revolver Amount and (iv) at no time shall the Dollar Equivalent of the Foreign Currency Advances exceed the Foreign Currency Maximum Revolver Amount. (e) Notwithstanding anything contained in the Loan Documents to the contrary, Revolver Usage shall at no time exceed either (a) the maximum amount permitted to be outstanding under Section 3.8(b)(3) of the Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the corresponding section of the Permitted Refinancing Senior Unsecured Trust Indenture) or (b) the maximum amount permitted to be secured under clauses (10) and (27) of the definition of "Permitted Liens" set forth in the Senior Unsecured Trust Indenture (or, after the consummation of any Permitted Senior Unsecured Debt Refinancing, the corresponding clauses of the definition of "Permitted Liens" set forth in the Permitted Refinancing Senior Unsecured Trust Indenture), in each case as such provisions of the Senior Unsecured Trust Indenture or the Permitted Refinancing Senior Unsecured Trust Indenture may be amended, modified, waived or supplemented from time to time in accordance with the terms thereof.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage less the UCC Filing Reserve, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeUsage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries are Borrower is required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseAgent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. Agent shall provide prompt written notice to Borrower of the establishment of any reserve pursuant to this Section, concurrently with the establishment of such reserve, which notice shall specifically state the basis for such reserve; provided that the failure of Agent to provide such notice shall not affect the validity of any such reserve. In addition to the foregoing, Agent shall have the right to have Enterprise Valuations conducted annually after the Closing Date (or with greater frequency if an Event of Default has occurred and is continuing) for the purpose of re-determining Borrower's and its Subsidiaries' enterprise value and, as a result, re-determining the Borrowing Base. (iii)c) The Lenders shall have no obligation to make Advances hereunder to the extent such Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed an amount equal to (i) prior to the Phase I Completion Date, the Maximum Revolver Amount, less the Letter of Credit Usage and (ii) from and after the Phase I Completion Date, the lesser of (1) the Maximum Revolver Amount, less the Letter of Credit Usage or (2) the Borrowing Base less the Letter of Credit Usage. For purposes of this Agreement, “Borrowing Base,” as of any date of determination, shall mean the result of the lesser of: (ix) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share 30% of an the amount equal of Fixed Construction Costs actually incurred by Parent with respect to the lesser of: Racino Project, or (Ay) 20% of the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeBorrowers’ Enterprise Valuation. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent Lender shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (Ai) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when dueunder any Section of this Agreement or any other Loan Document, and (Bii) amounts owing by Parent or its Subsidiaries Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a any existing Permitted Lien set forth on Schedule P-1 which is a permitted purchase money Lien or specifically identified thereon as entitled to have priority over the interest of a lessor under a Capital LeaseLender’s Liens), which Lien or trust, in the Permitted Discretion of Agent Lender likely would have a priority superior to Agentthe Lender’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanicsmechanics (including, without limitation, any Liens in favor of mechanics or subcontractors arising in connection with the Racino Project), materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, Lender shall have the right to have the Real Property Collateral and the operations and assets of Borrowers reappraised by a qualified appraisal company selected by Lender from time to time after the Closing Date for the purpose of redetermining the Enterprise Valuation and, as a result, redetermining the Borrowing Base; provided, however, that as long as no Default or Event of Default exists, Lender shall conduct or obtain not more than three (iii3) Enterprise Valuations from the Closing Date up to and including the third anniversary thereof. (c) Lender shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount (plus the Letter of Credit Usage). On or after the Second Anniversary Date, Lender shall have no obligation to make additional Advances hereunder to the extent that such additional Advances would cause the Revolver Usage plus the Letter of Credit Usage to exceed $10,000,000.00. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. (e) Each Advance shall be in the minimum amount of Five Hundred Thousand Dollars ($500,000) or integral multiples thereof.

Revolver Advances. (a) Subject to the terms and conditions of this AgreementAgreement and relying upon the representations and warranties set forth herein, and subject to the Interim Order and the Final Order, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum Letter of Credit Usage, or (1ii) the Borrowing Base less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum outstanding balance of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeTerm Loan. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves with respect to (i) reserves in an amount equal Carve-Out Expenses up to the Bank Product Reserve Carve-Out Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries Borrowers are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has have failed to pay when dueunder any Section of this Agreement or any other Loan Document, (iii) amounts required to be paid to any Governmental Authority for mortgage, stamp or other documentary taxes with respect to any Mortgage delivered pursuant to this Agreement, and (Biv) amounts owing by Parent Borrowers or its their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided, however, the amount of any such reserve established by Agent in its Permitted Discretion after the Closing Date shall only be reduced with the consent of the Required Lenders. (c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount. (d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and (iii)conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans advances (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: of (Ai) the Maximum Revolver Amount less the sum of (1A) the Letter of Credit Usage at such timeUsage, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time aggregate outstanding principal balance of the Advances, and (C) all reserves established pursuant to Section 2.1(b), and (ii) the Loan Limit less the sum of (1A) the Letter of Credit Usage at such timeUsage, plus (2B) the aggregate outstanding principal amount balance of Swing Loans outstanding at such timethe Advances, (C) all reserves established pursuant to Section 2.1(b) and (D) the LC Facility Letter of Credit Usage. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust establish reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against Availability, including reserves (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are any Credit Party is required to pay under by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when duepay, and (B) amounts owing by Parent any Credit Party or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital LeaseLien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (iii)ii) after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans make (“Advances”i) U.S. Advances to U.S. Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: of (Ax) the Maximum Revolver Amount less the sum of (1) Letter of Credit Usage at such time plus (2) the aggregate principal amount of U.K. Advances outstanding at such time, and (y) the U.S. Borrowing Base at such time less the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (Bii) U.K. Advances to U.K. Borrower in an amount at any one time outstanding not to exceed such Lender's Pro Rata Share of an amount equal to the least of (x) $25,000,000, (y) the Borrowing Base at such time Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, time plus (2) the aggregate principal amount of Swing Loans U.S. Advances outstanding at such time, and (z) the U.K. Borrowing Base at such time. (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reasonable reserves against each of the U.S. Borrowing Base and the U.K. Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including reasonable reserves with respect to (i) sums that Borrowers or their Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, (ii) amounts owing by Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, or preferential claim by operation of law over, or claim of a retention of title to, any of the Collateral (other than a Permitted Lien), which Lien, trusts, preferential claims or claim of retention of title, in the Permitted Discretion of Agent likely would have a priority superior to the Agent's Liens (such as Liens, trusts, preferential claims or claims of retention of title in favor of employees, creditors, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under Applicable Law) in and to such item of the Collateral, (iii) fluctuations in foreign exchange rates or currency valuations, (iv) amounts that could become due to the administrator of any Insolvency Proceeding of a U.K. Loan Party which would have priority over Agent's floating charge on Collateral, and (v) amounts that could become due to any unsecured creditors in any Insolvency Proceeding of a U.K. Loan Party which would have priority over Agent's floating charge on the Collateral. Notwithstanding the foregoing, (A) any reserve established by Agent shall not duplicate another reserve already established by Agent and (B) Agent shall not establish a rent reserve against the U.S. Borrowing Base or the U.K. Borrowing Base with respect to any location for which a Collateral Access Agreement has been delivered to Agent. Notwithstanding the foregoing, Agent or Required Lenders shall have the right to establish reasonable reserves against each of the U.S. Borrowing Base and the U.K. Borrowing Base in such amounts as Agent or Required Lenders in their Permitted Discretion shall deem necessary or appropriate with respect to judgments entered or filed against any Loan Party or any Subsidiary of any Loan Party. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (cd) Anything Notwithstanding anything to the contrary contained in this Section 2.1 notwithstanding2.1, Agent shall have the right (but not the obligation) to establishLoan Parties hereby acknowledge, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, confirm and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including agree that (i) reserves immediately prior to the Closing Date, the outstanding principal amount of the Advances under and as defined in an amount the Existing Credit Facility is equal to $33,251,104.63 (such Indebtedness being hereinafter referred to as the Bank Product Reserve Amount"Existing Advances Indebtedness"), (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of such Existing Advances Indebtedness shall not be repaid on the Closing Date, but rather shall be reevidenced by this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any portion of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the CollateralU.S. Advances outstanding hereunder, and (iii)) for all purposes of this Agreement and the other Loan Documents, the sum of the Existing Advances Indebtedness on the Closing Date and the Advances made on the Closing Date shall constitute the Advances outstanding on the Closing Date.

Revolver Advances. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Advances”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s 's Revolver Commitment, or (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and (B) the Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent any Borrower is or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent any Borrower is or its it Subsidiaries are to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease), which Lien or trust, in the Permitted Discretion of Agent likely would be pari passu with or have a priority superior to Agent’s 's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, (C) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of a Borrower's business; (D) shrinkage, spoilage and obsolescence of Inventory; (E) slow moving Inventory; (F) amounts relating to currency exchange rate risk; (G) amounts determined by Agent (in its Permitted Discretion) to be necessary in order to complete any Remedial Action required in order for Borrowers and their Subsidiaries to be in compliance in all material respects with applicable Environmental Law, to cause to be discharged any existing or reasonably expected Environmental Liabilities or to remediate any environmental condition necessary to preserve the value of any Real Property of Borrowers and their Subsidiaries; and (iii)H) such other specific events, conditions or contingencies as to which Agent, in its reasonable credit judgment as is customary for asset based facilities of this type, determines reserves should be established from time to time hereunder.