Common use of Revolving Loan Commitments Clause in Contracts

Revolving Loan Commitments. Subject to and upon the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, one or more loans (each, a “Revolving Loan”, and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be made and maintained in Dollars, (ii) shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender’s Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Credit Lender shall be under any obligation to make any requested Revolving Loan if immediately prior to or after giving effect to such Revolving Loan, the Senior Secured Leverage Ratio exceeds 2.50 to 1.00.

Revolving Loan Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Revolving Credit Lender severally (other than the Canadian Lenders) agrees to make, at any time and make Loans to the US Borrowers from time to time on and after during the Restatement Effective Date and prior Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Loan Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Revolving Loan Maturity Date, one or more loans (each, a “Revolving Loan”, and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be made and maintained in Dollars, (ii) shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) US Borrowers shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal (1) the lesser of (A) the Commitment and (B) an amount which, when added equal to the sum of (xi) up to eighty percent (80%) of the Net Amount of Eligible Receivables, plus (ii) until such time as the Administrative Agent shall have received an inventory appraisal, in form and substance satisfactory to it, establishing the net orderly liquidation value of Eligible Inventory, up to fifty percent (50%) of the Net Amount of Eligible Inventory and thereafter, the greater of (a) up to eighty-five percent (85%) of the net orderly liquidation value of Eligible Inventory and (b) up to fifty percent (50%) of the Net Amount of Eligible Inventory (this clause (1)(B) referred to herein as the “Borrowing Base”) minus (2) the LC Exposure at such time (not to exceed $10,000,000 at any time) minus (3) the Canadian Loans at such time. Notwithstanding any other provisions of this Agreement, in computing the Borrowing Base for purposes of compliance with this Agreement, Eligible Inventory of WP Canada and Eligible Receivables of WP Canada shall not be included in the foregoing computations until WP Canada has delivered the Cross-Border Security Notice in accordance with Section 2.01(g) and the Administrative Agent shall have determined to its reasonable satisfaction that such Inventory and Receivables of WP Canada qualifies as Eligible Inventory and Eligible Receivables (including, without limitation, evidence of filing a Movable Hypothec in Quebec, Canada with respect to the Canadian Support Collateral) and the US Borrowers shall be deemed to borrow against Eligible Inventory and Eligible Receivables of Water Pik, Laars and Jandy before being entitled to borrow against and request that WP Canada deliver such a Cross-Border Security Notice for purposes of the US Borrowers borrowing against Eligible Inventory and Eligible Receivables of WP Canada. (b) Subject to the terms and conditions set forth herein, each Canadian Lender agrees to make Canadian Loans to WP Canada from time to time during the Availability Period in an aggregate principal amount that will not result in any Canadian Lender’s or Canadian Participating Lender’s Canadian Exposure exceeding its share of the Canadian Maximum Amount. Notwithstanding the foregoing, the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and at any time to WP Canada shall not exceed (y1) the product lesser of (A) such Lender’s Revolving Credit Percentage the Canadian Maximum Amount and (B) the sum of (1) the aggregate an amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added equal to the sum of (Ii) up to eighty percent (80%) of the Net Amount of Eligible Receivables of WP Canada, plus (ii) until such time as the Administrative Agent shall have received an inventory appraisal, in form and substance satisfactory to it, establishing the net orderly liquidation value of the Eligible Inventory, up to fifty percent (50%) of the Net Amount of the Eligible Inventory of WP Canada and thereafter, the greater of (a) up to eighty-five percent (85%) of the net orderly liquidation value of Eligible Inventory of WP Canada and (b) up to fifty percent (50%) of the Net Amount of Eligible Inventory of WP Canada, minus (iii) the aggregate amount Net Amount of all Letter Eligible Inventory of WP Canada and Net Amount of Eligible Receivables of WP Canada, if any, being used to support Loans made to, and Letters of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with issued for the proceeds account of, any one or more of the US Borrowers (this clause (iii) referred to herein as the “Canadian Support Collateral”) (this clause (1)(B) referred to herein as the “Canadian Borrowing Base”) minus (2) the LC Exposure related to Letters of Credit issued for the account of WP Canada at such time. (c) The Borrowing Base and simultaneously the Canadian Borrowing Base will be computed monthly, or more often upon the occurrence and during the continuance of an Event of Default, or at any time that Availability is less than $5,000,000 as may reasonably be requested by the Administrative Agent or the Canadian Agent, and compliance certificates from a Financial Officer of Water Pik, on behalf of the Borrowers, presenting its computation will be delivered to the Administrative Agent in accordance with the incurrence of, the respective incurrence Section 5.01(i) hereof. The net orderly liquidation value of Revolving Loans) Eligible Inventory shall be established at such time after the Effective Date as the Administrative Agent receives an inventory appraisal, in form and (II) substance satisfactory to it. If by reason of any subsequent appraisals conducted pursuant to Section 5.04 such net orderly liquidation value shall change, the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid Administrative Agent may adjust such value, upward or downward, consistent with the proceeds of, and simultaneously with results of such appraisals. (d) Subject to the incurrence ofprovisions of this Section 2.01, the respective incurrence of Revolving Borrowers may borrow, repay (or prepay) and reborrow Loans) then outstanding, equals on and after the Total Revolving date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including, without limitation, the requirement that no Loan Commitment shall be made hereunder if the amount thereof exceeds the Availability outstanding at such time; provided that no Revolving Credit Lender shall be under any obligation to make any requested Revolving Loan if immediately prior to or time (in each case, after giving effect to the application of the proceeds of such Revolving Loan) and no Canadian Loans shall be made hereunder if the amount thereof exceeds the Canadian Availability outstanding at such time (in each case, after giving effect to the Senior Secured Leverage Ratio exceeds 2.50 application of the proceeds of such Canadian Loan). (e) In no event shall the total of all Loans plus LC Exposure exceed the Commitment. (f) In no event shall the total of all Canadian Loans plus LC Exposure related to 1.00Letters of Credit issued for the account of WP Canada exceed the Canadian Maximum Amount. (g) Notwithstanding any other provision of this Agreement, until WP Canada delivers to the Administrative Agent and the Canadian Agent a notice (the “Cross-Border Security Notice”) indicating that in accordance with Section 2.08(f) of this Agreement each of the US Obligations thereafter incurred by the US Borrowers and any of them shall thereafter be secured by the Canadian Support Collateral, (i) none of the assets, property or undertaking of WP Canada (including without limitation its Eligible Inventory and Eligible Receivables) shall secure any US Obligations and (ii) WP Canada shall have no liability or obligation to the US Borrowers and any of them in respect of any US Obligations, except to the extent expressly provided for in this Agreement.

Revolving Loan Commitments. (i) Subject to and upon the terms and conditions set forth of this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, each Lender with a Revolving Credit Lender Loan Commitment severally and not jointly agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, one or more make loans (eacheach such loan, a “Revolving Loan”, ” and collectively, the “Revolving Loans”) in Dollars to Borrower on any Business Day during the period from the Closing Date to but not including the Revolving Loan Commitment Termination Date, in an aggregate amount not to exceed at any time outstanding such Lender’s Revolving Loan Commitment; provided, however, that, after giving effect to any advance of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the Borrowerother terms and conditions hereof, which Revolving Loans (i) shall be made and maintained in Dollars, (ii) shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to amounts borrowed under this Section 1.09, (iv2.1(b) may be repaid and reborrowed in accordance with from time to time. The “Maximum Revolving Loan Balance” on any date of determination will be the provisions hereof, (v) shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal amount which, when added to the sum of lesser of: (x) the aggregate principal amount of all other Revolving Loans made by Borrowing Base (as calculated pursuant to the then-most recently delivered Borrowing Base Certificate) in effect on such Lender and then outstanding and date, or (y) the product of (A) such Lender’s Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment Commitments in effect on such date, in each case less those Reserves imposed by Agent in its Permitted Discretion. Agent, in its Permitted Discretion, may from time to time adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon Borrower’s actual recent collection history for each such payor class in a manner consistent with Agent’s underwriting practices and procedures. In addition to any other reserves provided for in this Agreement, (A) a reserve of such Lender $40,000,000 shall be maintained against Eligible Accounts (before the application of the advance rate (which, for the avoidance of doubt, is 85% as of the Closing Date)) at such time, all times and (viB) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum a reserve of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Credit Lender $2,500,000 shall be under any obligation to make any requested Revolving Loan if immediately prior to or after giving effect to such Revolving Loan, maintained against the Senior Secured Leverage Ratio exceeds 2.50 to 1.00Borrowing Base at all times.

Revolving Loan Commitments. Subject (a) As used in this Amended Credit Agreement, the "Revolving Loan Commitment" of each Bank at any time means the obligation of each Bank to and upon advance, subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior up to the maximum amount set forth for such Bank on Exhibit A hereto (the "Maximum Amount"); provided that, on each Quarterly Date, the aggregate Revolving Loan Maturity Date, one or more loans (each, a “Revolving Loan”, and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) Commitment shall be made reduced by $2,500,000 and maintained in Dollars, (ii) shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal amount which, when added to the sum Maximum Amount of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender’s Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of each Bank shall be reduced by such Lender at such timeBank's Pro rata share of the aggregate $2,500,000 reduction. If, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds ofextent that, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Credit Lender shall be under any obligation to make any requested Revolving Loan if immediately prior to or after upon giving effect to such Revolving Loanreduction, the Senior Secured Leverage Ratio outstanding principal balance of the Loans plus LC Obligations will exceed the aggregate Revolving Loan Commitment, then, notwithstanding any other provision of the Amended Credit Agreement to the contrary, the Borrower also shall, on such Quarterly Date, make a prepayment of principal, in accordance with the requirements of Section 5.05 of this Amended Credit Agreement, sufficient to reduce the outstanding principal balance of the Loans plus LC Obligations to an amount less than or equal to the reduced aggregate Revolving Loan Commitment. (b) The Borrower shall have the right at all times to permanently reduce the Revolving Loan Commitments in whole or in part by giving written notice of the reduction to the Agent at least one Cleveland Banking Day prior to the reduction, each such reduction to be equal to at least $500,000, or the then Revolving Loan Commitments if the then Revolving Loan Commitments are less than $500,000. Each such reduction shall reduce each Bank's Revolving Loan Commitment Pro rata. Concurrently with each reduction, the Borrower shall prepay the amount, if any, together with interest thereon by which the aggregate unpaid principal amount of the Revolving Loans plus LC Obligations exceeds 2.50 the sum of the Revolving Loan Commitments as so reduced. (c) All Revolving Loans under this Amended Credit Agreement shall be made by the Banks Pro rata on the basis of their Revolving Loan Commitments. It is understood that no Bank shall be responsible for any default by any other Bank of its obligation to 1.00make Loans hereunder and that each Bank shall be obligated to make the Loans to be made by it hereunder, regardless of the failure of any other Bank to fulfill its commitments hereunder.

Revolving Loan Commitments. (a) Subject to and upon the terms and conditions and in reliance upon the representations and warranties of the Borrower herein set forth hereinforth, each Revolving Credit Lender Bank severally agrees to makeand not jointly agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, one to make a revolving loan or more loans (each, a “Revolving Loan”, and collectively, the “"Revolving Loans”") to the Borrower, which Revolving Loans (i) shall shall, at the option of the Borrower, be made and maintained in Dollarsas part of one or more Borrowings, (ii) shall be incurred and maintained aseach of which Borrowings shall, and/or converted intounless otherwise specifically provided herein, consist entirely of Base Rate Loans or Eurodollar Loans, (iiiii) if Eurodollar Loanssubject to the terms and conditions set out in Section 6, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, and (viii) shall not exceed for any Revolving Credit Lender Bank an aggregate outstanding principal amount at any time outstanding that aggregate principal amount whichequal to the Commitment of such Bank at such time, when added to as reduced by the sum of (x) the aggregate outstanding principal amount of all other Revolving Loans made by such Lender and then outstanding and Bank at such time plus (y) the product amount of the Letter of Credit Exposure of such Bank at such time plus (Az) the amount of the Swing Line Exposure of such Lender’s Bank at such time. Notwithstanding the foregoing, no Revolving Credit Percentage Loans shall be made hereunder if immediately after giving effect thereto and (B) the use of proceeds thereof, the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2A) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender outstanding at such time, and time plus (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (IB) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with would exceed the proceeds ofTotal Commitment. Each Bank's Commitment shall expire, and simultaneously with each Revolving Loan shall mature, on the incurrence ofFinal Maturity Date, without further action being required on the respective incurrence part of Revolving Loansthe Administrative Agent or any Bank. (b) at such time and (II) the The aggregate principal amount of all Swingline each Borrowing of Revolving Loans by the Borrower shall be not less than $100,000,000 and, if greater, shall be in an integral multiple of $5,000,000. Notwithstanding the foregoing limitations, (exclusive i) there shall be no minimum Borrowing amount for Borrowings consisting of Swingline Base Rate Loans which are repaid with the proceeds ofmade to repay Swing Line Loans or to pay drawings under Letters of Credit pursuant to a deemed Borrowing under Section 2.5(c) or 3.3, and simultaneously with (ii) the incurrence ofBorrower may borrow an amount, if less than the respective incurrence minimum amount otherwise necessary to make such Borrowing, equal to the entire undrawn portion of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Commitments less the aggregate Letter of Credit Lender shall be under any obligation to make any requested Revolving Loan if immediately prior to or after giving effect to such Revolving Loan, the Senior Secured Leverage Ratio exceeds 2.50 to 1.00Outstandings.

Revolving Loan Commitments. Subject (a) All Revolving Loans under this Agreement shall be made by the Banks Pro rata on the basis of their Pro rata shares of the Total Revolving Loan Commitments. It is understood that no Bank shall be responsible for any default by any other Bank of its obligation to make Revolving Loans hereunder and upon that each Bank shall be obligated to make the Revolving Loans to be made by it hereunder, regardless of the failure of any other Bank to fulfill its commitments hereunder. (b) Notwithstanding anything to the contrary contained in this Agreement or any Related Writing, a portion of the Total Revolving Loan Commitments in the initial amount of One Hundred Five Million Sixty-Seven Thousand Dollars ($105,067,000) (the “Reserved Commitment”) shall be reserved for, and drawn and used by the Borrower, subject to the satisfaction of any and all conditions set forth in Sections 5.01 and 5.03 hereof, solely for purposes of Retiring Indebtedness of the Parent, the Borrower or the Borrower’s Subsidiaries, as may be approved in writing by the Required Banks. The amount of the Reserved Commitment shall reduce, dollar-for-dollar, the amount of the Total Revolving Loan Commitments available for any purpose other than that set forth above in this Section 2.02(b). In the event the Borrower requests a Revolving Loan from the Reserved Commitment for the purpose set forth above, the Borrower shall so represent to the Agent and the Banks in the applicable Notice of Borrowing, shall promptly apply the proceeds of such Revolving Loan to the Retirement of Indebtedness of the Parent, the Borrower or the Borrower’s Subsidiaries, as may be approved in writing by the Required Banks and shall, within one (1) Cleveland Banking Day following the Retirement of such Indebtedness with the proceeds of such Revolving Loan, certify to the Agent the aggregate principal face amount of such Indebtedness so Retired. Upon receipt of such certification, the amount of the Reserved Commitment shall be reduced automatically on a dollar-for-dollar basis commensurate with the aggregate principal face amount of Indebtedness so Retired. Furthermore, the Reserved Commitment shall also reduce, on a dollar-for-dollar basis, to the extent any such Indebtedness is refinanced or extended with the Agent’s approval (and/or, in connection with any such extension, the approval of the Required Banks as required by the Guaranty) in accordance with the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make, at any time in this Agreement and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, one or more loans (each, a “Revolving Loan”, and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be made and maintained in Dollars, (ii) shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender’s Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Credit Lender shall be under any obligation to make any requested Revolving Loan if immediately prior to or after giving effect to such Revolving Loan, the Senior Secured Leverage Ratio exceeds 2.50 to 1.00Guaranty.

Revolving Loan Commitments. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, each Revolving Credit Lender severally agrees to make, at any time and from time extend to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, one or more loans (each, a “Revolving Loan”, and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans Borrower (i) on the Initial Advance Date, credit in an amount not not to exceed the Initial Commitment (the "INITIAL ADVANCE"), and (ii) for the time period beginning on the day following the Initial Advance Date through the Termination Date (the "DISCRETIONARY PERIOD") a revolving line of credit equal to the difference between the Total Commitment and the Initial Commitment; provided, however, that any Advance requested during the Discretionary Period will be made at Lenders sole discretion; and provided further, that any Advance made during the Discretionary Period may not cause the aggregate of outstanding Advances to exceed the Total Commitment. "TOTAL COMMITMENT" means as of any date of determination the amount of $100,000,000 less the Affiliate Loan Balance as of such date. The amounts advanced hereunder shall constitute one general obligation of Borrower to Lender and shall be secured by Lender's security interests and Liens upon all of the Collateral on a pari passu basis and by a Guaranty from each REO Affiliate. Within the limits of this Section 2.01, and during the Availability Period, Borrower may borrow, prepay, pursuant to Section 3.03 hereof, and reborrow under this Section 2.01. Each advance (including the Initial Advance) made by Lender hereunder is referred to herein as an "ADVANCE." The Initial Advance shall be made in an amount not to exceed the Initial Commitment, and maintained in Dollars, (ii) each Advance thereafter shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as are selected by in an amount not to exceed the Borrower pursuant to Section 1.09, (iv) Maximum Advance Amount. A portion of any Advance may be repaid and reborrowed used to make loans to REO Affiliates, each such loan to be evidenced by an REO Note, for the purpose of acquiring REO Property included in accordance with the provisions hereof, (v) shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender’s Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Credit Lender Asset Portfolio. All Advances shall be under any obligation to make any requested Revolving Loan if immediately prior to used by Borrower for the purpose of financing the acquisitions by Borrower or after giving effect to such Revolving Loan, the Senior Secured Leverage Ratio exceeds 2.50 to 1.00its REO Affiliates of Asset Portfolios unless otherwise agreed in writing by Lender.

Revolving Loan Commitments. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement, each Revolving Credit Lender severally agrees to makeextend to Borrower from the date hereof through the Termination Date (the "AVAILABILITY PERIOD"), a revolving line of credit which shall not exceed at any one time and from outstanding the Total Commitment; provided, however, that until such time as aggregate outstanding Advances are greater than or equal to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date$20,000,000, one or more loans (eachAdvances hereunder shall be made at Lender's sole discretion. Thereafter, a “Revolving Loan”, and collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans Advances shall be made provided (i) shall be made the Assets being financed with such Advance are of a type previously financed by Borrower, or one of Borrower's Affiliates with Lender, or are of a type approved by Lender and maintained in Dollars, (ii) the cash flow projections, due diligence reviews and other underwriting procedures used by Borrower in connection with the Asset Portfolio being financed with such Advance, were prepared and completed in a manner consistent with Borrower's and Borrower's Affiliates' historical underwriting procedures. "TOTAL COMMITMENT" means as of any date of determination the amount of $100,000,000 less the Affiliate Loan Balance as of such date. The amounts advanced hereunder shall constitute one general obligation of Borrower to Lender and shall be incurred secured by Lender's security interests and maintained asLiens upon all of the Collateral on a pari passu basis and by a Guaranty from each REO Affiliate. Within the limits of this Section 2.01, and/or converted intoand during the Availability Period, Base Rate Loans or Eurodollar LoansBorrower may borrow, (iii) if Eurodollar Loansprepay, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.093.03 hereof, (iv) and reborrow under this Section 2.01. Each advance made by Lender hereunder is herein called an "ADVANCE." Each Advance shall be in an amount not to exceed the Maximum Advance Amount. A portion of any Advance may be repaid and reborrowed used to make loans to REO Affiliates, each such loan to be evidenced by an REO Note, for the purpose of acquiring REO Property included in accordance with the provisions hereof, (v) shall not exceed for any Revolving Credit Lender at any time outstanding that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender’s Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time; provided that no Revolving Credit Lender Asset Portfolio. All Advances shall be under any obligation to make any requested Revolving Loan if immediately prior to used by Borrower for the purpose of financing the acquisitions by Borrower or after giving effect to such Revolving Loan, the Senior Secured Leverage Ratio exceeds 2.50 to 1.00its REO Affiliates of Asset Portfolios unless otherwise agreed in writing by Lender.