Common use of Revolving Credit Facilities Clause in Contracts

Revolving Credit Facilities. (a) Each Revolving Credit Lender agrees to extend credit under each Series of Revolving Credit Facility for which it has a Revolving Credit Commitment, in each case pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) plus (ii) the aggregate amount of Letter of Credit Obligations at any time exceed the Aggregate Revolving Credit Commitment at such time. (ii) With respect to each Series of Revolving Credit Facility, in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Ratable Loans of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Series, plus (iii) the Series Revolving Credit Ratable Share of Letter of Credit Obligations at any time exceed the aggregate amount of Revolving Credit Commitments of such Series at such time. (iii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (c) Subject to the terms hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Date to the Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility. The Revolving Credit Commitments of any Series or portion of the Revolving Credit Commitments thereunder will expire on the Revolving Credit Facility Termination Date applicable to such Series or portion of the Revolving Credit Commitments thereunder. (d) With respect to any Series of Revolving Credit Facility, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unless, prior thereto, such Revolving Credit Declining Lender elects, with the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunder, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and each Issuing Bank. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (e) The Borrower may, at its election but subject to the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed), make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer shall be made to all the Lenders of such Series on the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Lender, the Borrower, the Administrative Agent and each Issuing Bank, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further consent of any other Person); provided, however, that, if any Lender shall not accept such conversion in accordance with this Section 2.1.1(e) within five Business Days immediately following the date of such offer to convert by the Borrower, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender. (f) Notwithstanding Section 2.10(b) hereof, with respect to any Series of Revolving Credit Facility or portion thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of the Revolving Credit Commitments thereunder (except to the extent that, pursuant to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunder.

Revolving Credit Facilities. (ai) Each Subject to the terms and conditions contained in this Agreement, each Revolving Credit Lender agrees to extend credit under each Series of make one or more Advances pursuant to this Section 2.01(a) (collectively, the “Revolving Credit Facility for Loans”) to Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any time outstanding which it has a does not exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, in each case pursuant to whichhowever, and upon the terms and subject to the conditions herein set forththat: (i1) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (ix) the aggregate unpaid principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) outstanding hereunder, plus (iiy) the aggregate amount of Letter of Credit Obligations Usage shall at any no time exceed the Aggregate Revolving Credit Commitment Commitments then in effect; and (2) the sum of (w) the aggregate unpaid principal amount of all Revolving Credit Loans outstanding hereunder, plus (x) the Letter of Credit Usage, plus (y) the unpaid principal balance of all Term Loans outstanding hereunder, plus (z) all other Senior Debt of the Borrowers, shall at such timeno time exceed forty-five percent (45%) of the Compressed Sale Value of Stations; and (3) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans outstanding hereunder, plus (y) the Letter of Credit Usage, plus (z) the unpaid principal balance of all Term Loans outstanding hereunder, shall at no time exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations. (ii) With respect to each Series of The borrowings under this Section 2.01(a) shall be evidenced by Borrowers’ Amended and Restated Secured Revolving Credit Facility, in no event shall Notes issued to the sum of (i) the aggregate principal amount of all outstanding respective Revolving Credit Ratable Loans Lenders (together with any additional Secured Revolving Credit Notes issued to any assignee(s) of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Seriesunder Article XII or otherwise issued in addition to, plus (iii) in substitution therefor or amendment or replacement thereof, collectively the Series “Revolving Credit Ratable Share of Letter of Credit Obligations at any time exceed the aggregate amount of Notes”), such Revolving Credit Commitments Notes to be in the form of such Series at such timeExhibit A attached hereto. (iii) In no event During the Revolving Credit Commitment Period and within the limits of the Aggregate Revolving Credit Commitments, Borrowers may borrow, repay and reborrow under, and as permitted by, this Section 2.01(a). Interest on the Revolving Credit Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary reductions of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid SublimitRevolving Credit Commitments. (civ) Subject to the terms hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Date to the Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility. The Revolving Credit Commitments of any Series or portion shall expire on the last day of the Revolving Credit Commitments thereunder will expire on the Revolving Credit Facility Termination Date applicable to such Series or portion of the Revolving Credit Commitments thereunderCommitment Period. (d) With respect to any Series of Revolving Credit Facility, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unless, prior thereto, such Revolving Credit Declining Lender elects, with the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunder, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and each Issuing Bank. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (e) The Borrower may, at its election but subject to the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed), make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer shall be made to all the Lenders of such Series on the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Lender, the Borrower, the Administrative Agent and each Issuing Bank, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further consent of any other Person); provided, however, that, if any Lender shall not accept such conversion in accordance with this Section 2.1.1(e) within five Business Days immediately following the date of such offer to convert by the Borrower, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender. (f) Notwithstanding Section 2.10(b) hereof, with respect to any Series of Revolving Credit Facility or portion thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of the Revolving Credit Commitments thereunder (except to the extent that, pursuant to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunder.

Revolving Credit Facilities. (ai) Each Subject to the terms and conditions contained in this Agreement, each Revolving Credit Lender agrees to extend credit under each Series of make one or more Advances pursuant to this Section 2.01(a) (collectively, the "Revolving Credit Facility for Loans") to Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any time outstanding which it has a does not exceed the amount of such Revolving Credit Lender's Revolving Credit Commitment; provided, in each case pursuant to whichhowever, and upon the terms and subject to the conditions herein set forththat: (i1) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (ix) the aggregate unpaid principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) outstanding hereunder, plus (iiy) the aggregate amount of Letter of Credit Obligations Usage shall at any no time exceed the Aggregate Revolving Credit Commitment Commitments then in effect; and (2) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans outstanding hereunder, plus (y) the Letter of Credit Usage, plus (z) the unpaid principal balance of all Term Loans outstanding hereunder, shall at such timeno time exceed the lesser of (i) forty-five percent (45%) of the Compressed Sale Value of Eligible Stations and (ii) $53,000,000, as may be reduced from time to time by permanent reductions in the Revolving Credit Commitments or repayments of the Term Loan Commitments. (ii) With respect to each Series of The borrowings under this Section 2.01(a) shall be evidenced by Borrowers' Second Amended and Restated Secured Revolving Credit Facility, in no event shall Notes issued to the sum of (i) the aggregate principal amount of all outstanding respective Revolving Credit Ratable Loans Lenders (together with any additional Secured Revolving Credit Notes issued to any assignee(s) of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Seriesunder Article XII or otherwise issued in addition to, plus (iii) in substitution therefor or amendment or replacement thereof, collectively the Series "Revolving Credit Ratable Share of Letter of Credit Obligations at any time exceed the aggregate amount of Notes"), such Revolving Credit Commitments Notes to be in the form of such Series at such timeExhibit A attached hereto. (iii) In no event During the Revolving Credit Commitment Period and within the limits of the Aggregate Revolving Credit Commitments, Borrowers may borrow, repay and reborrow under, and as permitted by, this Section 2.01(a). Interest on the Revolving Credit Loans shall be paid as required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary reductions of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid SublimitRevolving Credit Commitments. (civ) Subject to the terms hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Date to the Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility. The Revolving Credit Commitments of any Series or portion shall expire on the last day of the Revolving Credit Commitments thereunder will expire on the Revolving Credit Facility Termination Date applicable to such Series or portion of the Revolving Credit Commitments thereunderCommitment Period. (dv) With respect to If, at the time any Series of Revolving Credit FacilityLoan is made, a Default has occurred and is continuing and such Revolving Credit Loan is not being made solely to pay interest, fees or reasonable expenses due under the Loan, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder Lenders shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unless, prior thereto, such Revolving Credit Declining Lender elects, with the approvals of obtain the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunder, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and each Issuing Bank. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (e) The Borrower may, at its election but subject to the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed), make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer shall be made to all the Lenders of such Series on the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Lender, the Borrower, the Administrative Agent and each Issuing Bank, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further Agent's consent of any other Person); provided, however, that, if any Lender shall not accept such conversion in accordance with this Section 2.1.1(e) within five Business Days immediately following the date of such offer to convert by the Borrower, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender. (f) Notwithstanding Section 2.10(b) hereof, with respect to any Series of Revolving Credit Facility or portion thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of Loan prior to making the Revolving Credit Commitments thereunder (except to the extent that, pursuant to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunderrequested Advance.

Revolving Credit Facilities. (a) Each Revolving Credit Lender agrees to extend credit under each Series of Revolving Credit Facility for which it has a Revolving Credit Commitment, in each case pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) plus (ii) the aggregate amount of Letter of Credit Obligations at any time exceed the Aggregate Revolving Credit Commitment at such time. (ii) With respect to each Series of Revolving Credit Facility, in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Ratable Loans of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Series, plus (iii) the Series Revolving Credit Ratable Share of Letter of Credit Obligations at any time exceed the aggregate amount of Revolving Credit Commitments of such Series at such time. (iii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (c) Subject to the terms hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Closing Date to the Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit FacilityDate. The Revolving Credit Commitments of any Series or portion of the Revolving Credit Commitments thereunder will expire on the Revolving Credit Facility Termination Date applicable to such Series or portion of the Revolving Credit Commitments thereunderDate. (d) With respect to any Series of Revolving Credit Facility, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unless, prior thereto, such Revolving Credit Declining Lender elects, with the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunder, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and each Issuing Bank. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender[Reserved]. (e) The Borrower may, at its election but subject to the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed), make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer shall be made to all the Lenders of such Series on the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Lender, the Borrower, the Administrative Agent and each Issuing Bank, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further consent of any other Person); provided, however, that, if any Lender shall not accept such conversion in accordance with this Section 2.1.1(e) within five Business Days immediately following the date of such offer to convert by the Borrower, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender[Reserved]. (f) Notwithstanding Section 2.10(b) hereof, with respect to any Series of Revolving Credit Facility or portion thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of the Revolving Credit Commitments thereunder (except to the extent that, pursuant to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunder.

Revolving Credit Facilities. (*a) Each Revolving Credit Lender agrees to extend credit under each Series of Revolving Credit Facility for which it has a Revolving Credit Commitment, in each case pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) plus (ii) the aggregate amount of Letter of Credit Obligations at any time exceed the Aggregate Revolving Credit Commitment at such time. (ii) With respect to each Series of Revolving Credit Facility, in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Ratable Loans of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Series, plus (iii) the Series Revolving Credit Ratable Share of Letter of Credit Obligations at any time exceed the aggregate amount of Revolving Credit Commitments of such Series at such time. (iii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (c) Subject to the terms and conditions hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Date Lender agrees in its reasonable discretion to make revolving credit loans ("Revolver Advances") to the Revolving Credit Facility Termination Borrower from time to time during the period commencing with and including the Closing Date applicable and ending with the termination of this Agreement in an aggregate principal amount at any one time outstanding not to such Series of Revolving Credit Facility. The Revolving Credit Commitments of any Series or portion exceed the lesser of the Revolving Credit Commitments thereunder will expire on Revolver Facility then in effect and the Revolving Credit Revolver Borrowing Base then in effect. During the term of this Agreement the Borrower may use the Revolver Facility Termination Date applicable to such Series by borrowing, prepaying the Revolver Advances in whole or portion of the Revolving Credit Commitments thereunder. (d) With respect to any Series of Revolving Credit Facilityin part, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unlessand reborrowing, prior thereto, such Revolving Credit Declining Lender elects, all in accordance with the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunderhereof. The Revolver Advances may from time to time be (i) LIBOR Loans, which election (ii) ABR Rate Loans or (iii) a combination thereof, as determined by the Borrower and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and each Issuing Bank. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (e) The Borrower may, at its election but subject notified to the approvals of the Administrative Agent Lender in accordance with Sections 2.2, 3.1 and each Issuing Bank (such approvals not to be unreasonably withheld or delayed)3.14, make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer PROVIDED that no Revolver Advances shall be made as a LIBOR Loan after the day that is one month prior to all the Lenders of such Series on Termination Date. *a) Subject to the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Lenderconditions hereof, the BorrowerLender agrees in its reasonable discretion to make revolving credit loans ("Open Purchasing Revolver Advances") to the Borrower from time to time during the period commencing with and including the Fourth Amendment Effective Date and ending with the termination of this Agreement in an aggregate principal amount at any one time outstanding not to exceed the Open Purchasing Revolver Facility. During the term of this Agreement the Borrower may use the Open Purchasing Revolver Facility by borrowing, prepaying the Administrative Agent and each Issuing BankOpen Purchasing Revolver Advances in whole or in part, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further consent of any other Person); providedreborrowing, however, that, if any Lender shall not accept such conversion all in accordance with this Section 2.1.1(ethe terms and conditions hereof. The Open Purchasing Revolver Advances may from time to time be (i) within five Business Days immediately following the date of such offer to convert by the BorrowerLIBOR Loans, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender. (fii) Notwithstanding Section 2.10(bABR Rate Loans, or (iii) hereof, with respect to any Series of Revolving Credit Facility or portion a combination thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full as determined by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of the Revolving Credit Commitments thereunder (except and notified to the extent thatLender in accordance with Sections 2.2, pursuant 3.1 and 3.14, PROVIDED that no Open Purchasing Revolver Advances shall be made as a LIBOR Loan after the day that is one month prior to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility the Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunder."

Revolving Credit Facilities. (a) Each Revolving Credit Lender agrees to extend credit under each Series of Revolving Credit Facility for which it has a Revolving Credit Commitment, in each case pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans, Competitive Bid Loans and Competitive Bid LoansSwing Line Advances) plus (ii) the aggregate amount of Letter of Credit Obligations at any time exceed the Aggregate Revolving Credit Commitment at such time. (ii) With respect to each Series of Revolving Credit Facility, in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Ratable Loans of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Series, plus (iii) the Series Revolving Credit Ratable Share of Swing Line Advances and Letter of Credit Obligations at any time exceed the aggregate amount of Revolving Credit Commitments of such Series at such time. (iii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iv) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (v) No Revolving Credit Loans shall be made to the Borrower at any time that any Swing Line Advance is outstanding, except for a Revolving Credit Loan that is used, in whole or in part, on the day on which made, to repay in full the outstanding balance of the Swing Line Advances. (c) Subject to the terms hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Date to the Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility. The Revolving Credit Commitments of any Series or portion of the Revolving Credit Commitments thereunder will expire on the Revolving Credit Facility Termination Date applicable to such Series or portion of the Revolving Credit Commitments thereunder. (d) With respect to any Series of Revolving Credit Facility, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unless, prior thereto, such Revolving Credit Declining Lender elects, with the approvals of the Administrative Agent and Agent, each Issuing Bank and the Swing Line Lender (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunder, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and Agent, each Issuing BankBank and the Swing Line Lender. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (e) The Borrower may, at its election but subject to the approvals of the Administrative Agent and Agent, each Issuing Bank and the Swing Line Lender (such approvals not to be unreasonably withheld or delayed), make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer shall be made to all the Lenders of such Series on the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Lender, the Borrower, the Administrative Agent and each Issuing Bank, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further consent of any other Person); provided, however, that, if any Lender shall not accept such conversion in accordance with this Section 2.1.1(e) within five Business Days immediately following the date of such offer to convert by the Borrower, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender. (f) Notwithstanding Section 2.10(b) hereof, with respect to any Series of Revolving Credit Facility or portion thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of the Revolving Credit Commitments thereunder (except to the extent that, pursuant to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunder.

Revolving Credit Facilities. (a) Each Revolving Credit Lender Xxxxxx agrees to extend credit under each Series of Revolving Credit Facility for which it has a Revolving Credit Commitment, in each case pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3. (b) The Revolving Credit Facilities shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) plus (ii) the aggregate amount of Letter of Credit Obligations at any time exceed the Aggregate Revolving Credit Commitment at such time. (ii) With respect to each Series of Revolving Credit Facility, in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Ratable Loans of such Series, plus (ii) the aggregate principal amount of Competitive Bid Loans made under the Revolving Credit Commitments of such Series, plus (iii) the Series Revolving Credit Ratable Share of Letter of Credit Obligations at any time exceed the aggregate amount of Revolving Credit Commitments of such Series at such time. (iii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (c) Subject to the terms hereof, each Series of Revolving Credit Facility is available from the Amendment No. 2 Effective Date to the Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility. The Revolving Credit Commitments of any Series or portion of the Revolving Credit Commitments thereunder will expire on the Revolving Credit Facility Termination Date applicable to such Series or portion of the Revolving Credit Commitments thereunder. (d) With respect to any Series of Revolving Credit Facility, the Revolving Credit Commitment of a Revolving Credit Declining Lender thereunder shall expire on its Revolving Credit Declining Lender’s Termination Date applicable thereunder unless, prior thereto, such Revolving Credit Declining Lender elects, with the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed) and the Borrower, to extend such Revolving Credit Commitment to a later Revolving Credit Facility Termination Date applicable to such Series of Revolving Credit Facility and to accept all terms and conditions thereunder, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Administrative Agent and each Issuing Bank. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (e) The Borrower may, at its election but subject to the approvals of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld or delayed), make an offer to the Lenders of a Series of Revolving Credit Commitments to convert their Revolving Credit Commitments of such Series to Revolving Credit Commitments of a Series with a later Revolving Credit Facility Termination Date. Any such offer shall be made to all the Lenders of such Series on the same terms and conditions. The acceptance by any Lender of such offer shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such LenderXxxxxx, the Borrower, the Administrative Agent and each Issuing Bank, and the Administrative Agent and the Borrower are hereby authorized to amend Schedule 1 hereto to evidence such conversion (without the further consent of any other Person); provided, however, that, if any Lender shall not accept such conversion in accordance with this Section 2.1.1(e) within five Business Days immediately following the date of such offer to convert by the Borrower, such Lender shall deemed to have declined such offer and its Revolving Credit Commitment shall terminate on the existing Revolving Credit Facility Termination Date for such Lender. (f) Notwithstanding Section 2.10(b) hereof, with respect to any Series of Revolving Credit Facility or portion thereof, (1) any outstanding Revolving Credit Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date applicable to such Revolving Credit Facility or portion of the Revolving Credit Commitments thereunder (except to the extent that, pursuant to Article IV, Letters of Credit are permitted to have an expiration date later than such Revolving Credit Facility Termination Date); and (2) all outstanding Revolving Credit Ratable Loans thereunder held by, and all other unpaid Revolving Credit Obligations thereunder payable to, a Revolving Credit Declining Lender thereunder shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date applicable thereunder.