Common use of Revolving Loans Clause in Contracts

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms Each Lender severally and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 andfor itself alone agrees, subject to the terms and conditions of this AgreementAgreement and relying upon the representations and warranties set forth in this Agreement and within the limits hereof, reborrowed at any that it shall from time to time during the term period commencing on the date the conditions specified in Article 3 are satisfied through the Business Day preceding the last day of the Initial Term or the earlier termination of this Agreement. The Agreement make one or more Advances (each a “Revolving Loan”, and collectively the “Revolving Loans”) to Borrower equal to its Pro Rata Share of the Commitments, which Revolving Loans shall be made and maintained in Dollars or Euros, as selected by the Borrower; provided, that, no Lender shall be required or, subject to Sections 14.1(c) and 15.5(a), permitted to make Revolving Loans or participate in any Letter of Credit, if after giving effect thereto, (i) the aggregate outstanding principal amount of all Revolving Loans (inclusive of the Dollar Equivalent of all outstanding Euro Denominated Revolving Loans) and the aggregate face amount of all Letters of Credit (inclusive of the Dollar Equivalent of all Letters of Credit denominated in a currency other than Dollars) would exceed the Borrowing Capacity; or (ii) the making of such Revolving Loans or such Lender’s participation in such Letter of Credit (inclusive of the Dollar Equivalent of all Euro Denominated Revolving Loans and the face amount of all Letters of Credit denominated in a currency other than Dollars) would cause such Lender to exceed its Commitment; provided, further, that no Lender shall be required, or, subject to Sections 14.1(c) and 15.5(a), permitted to make Euro Denominated Revolving Loans, together if after giving effect thereto, the aggregate outstanding principal amount of all Euro Denominated Revolving Loans would exceed the Euro Revolving Loan Sublimit. Agent may, at any time and from time to time, 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 three (3) Business Days prior notice 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)Borrower, in the exercise of its Permitted DiscretionReasonable Credit Judgment, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves reserves against the Receivables Borrowing Base or the Maximum Revolver Amount. The Inventory Borrowing Base of the Borrower which shall be subtracted from the applicable Receivables Borrowing Base or Inventory Borrowing Base when calculating the amount of the Borrowing Capacity. Notwithstanding any Receivable Reserveother provision of this Agreement, Inventory ReserveAgent may from time to time, Bank Product Reservein its Reasonable Credit Judgment, or other Reserve established by Agent shall have a reasonable relationship reduce the percentages applicable to the eventReceivables Borrowing Base and the Inventory Borrowing Base as they relate to amounts of the Borrowing Capacity; provided that so long as no Default has occurred and is continuing, condition, other circumstance, or fact that is the basis for such reserve and percentage applicable to the Inventory Borrowing Base shall not be duplicative reduced prior to February 8, 2008. Each request for an Advance shall be conclusively presumed to be made by a person authorized by Borrower to do so, and the making of any other reserve established the Advance to Borrower as hereinafter provided shall conclusively establish Borrower’s obligation to repay the Advance. The Revolving Loans may be repaid and currently maintainedreborrowed in accordance with the provisions hereof.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (all such loans and Incremental Revolving Loans, collectively, the “Revolving Loans”) to Borrowers Borrower under a revolving credit facility 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent, as adjusted by Agent for Reserves established by Agent from time to 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve and shall not be duplicative of any other reserve established and currently maintained. Agent shall endeavor to give Borrower concurrent notice of the implementation of any reserve but shall not be liable for the failure to do so and the failure to do so shall not affect the validity of such reserve.

Revolving Loans. Each Revolving Loan borrowing (including, without limitation, each Mandatory Borrowing), each payment or prepayment of principal of any Revolving Loan, each payment of fees (other than the Issuing Lender Fees retained by the Issuing Lender for its own account and the Administrative Fees retained by the Administrative Agent for its own account), each reduction of the Revolving Committed Amount, and each conversion or continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the relevant Lenders in accordance with the respective Revolving Loan Commitment Percentages of such Lenders, as applicable, (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Revolving Loans and Participation Interests of such Lenders); provided that, if any Lender shall have failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such Lender would otherwise be entitled pursuant to this subsection (a) Subject shall instead be payable to the terms and conditions of this Agreement, and during Administrative Agent until the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as share of such date (based upon Loan not funded by such Lender has been repaid; provided further, that in the most recent Borrowing Base Certificate delivered by Borrowers event any amount paid to Agent) 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 any Lender pursuant to this Section 2.1 may subsection (a) is rescinded or must otherwise be repaid andreturned by the Administrative Agent, subject each Lender shall, upon the request of the Administrative Agent, repay to the terms and conditions of this AgreementAdministrative Agent the amount so paid to such Lender, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on for the Maturity Date or, if earlier, period commencing on the date on which they are declared due and payable pursuant such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the terms of this Agreement. (c) Anything to date two Business Days after such request, the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product ReservesFederal Funds Rate, and other Reserves against thereafter, the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.Rate plus two percent (2%) per annum; and

Revolving Loans. (a) [Reserved]. (b) Subject to the terms and conditions of this AgreementAgreement (including Section 2.1(f) below), and during the term of this Agreement, each Revolving Lender with a US Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans Revolving Loans in Dollars (“US Revolving Loans”) to US Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s US Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the US Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit US Revolver Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the US Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by US Borrowers to Agent) , as adjusted for Reserves established by Agent in accordance with Section 2.1(e)), less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding US Revolver Usage at such time. (bc) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each UK Lender agrees (severally, not jointly or jointly and severally) to make Revolving Loans in an Applicable Currency (“UK Revolving Loans”) to UK Borrowers in a Dollar Equivalent amount at any one time outstanding not to exceed the lesser of: (i) such UK Lender’s UK Revolver Commitment, or (ii) such UK Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the UK Maximum Revolver Amount, less (2) the UK Revolver Usage at such time, and (B) the amount equal to (1) the UK Borrowing Base as of such date (based upon the UK Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by UK Borrowers to Agent as adjusted for UK Reserves established by Agent in accordance with Section 2.1(e)) less (2) the UK Revolver Usage at such time. (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 Revolving Loans, 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. (ce) 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 and increase or decrease Receivable Inventory Reserves, Inventory Receivable Reserves, Bank Product Reserves, FX Reserves, Vehicle Sales/Use Taxes Reserves, UK Priority Payable Reserves, Landlord Reserves, and other Reserves against (without double counting) the Aggregate Borrowing Base, US Borrowing Base and/or UK Borrowing Base or any component thereof or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Vehicle Sales/Use Taxes Reserve, UK Priority Payable Reserves or other Reserve established by Agent Agent, and any changes to the eligibility set forth in the definition of “Eligible Accounts”, “Eligible Inventory”, “Eligible UK Rolling Stock Collateral”, or “Eligible US Rolling Stock Collateral” shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. (f) Notwithstanding anything to the contrary in this Section 2.1, at no time shall (i) the sum of the US Revolver Usage plus the Dollar Equivalent of the UK Revolver Usage, exceed the Maximum Revolver Amount, (ii) the US Revolver Usage exceed the US Maximum Revolver Amount, and (iii) the Dollar Equivalent of the UK Revolver Usage exceed the UK Maximum Revolver Amount.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver AmountBase. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s 's Revolver Commitment, orand (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and 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. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, orand (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less the Availability Reserve less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such timetime less (3) the amount of any Reinstated Existing Secured Obligations less (4) the Existing Secured Obligations then outstanding, and (B) the amount equal to to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Administrative Borrower to AgentCo-Collateral Agents) less less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) the principal amount of Swing Loans outstanding at such timetime less (3) the amount of any Reinstated Existing Secured Obligations less (4) the amount of any Existing Secured Obligations then outstanding. Notwithstanding the foregoing, (x) the aggregate Revolving Loans made during any week shall not exceed (i) for the first two weeks following the Filing Date, 115% of the aggregate uses of cash set forth for such week in the Budget, and (ii) for each full week thereafter, 110% of the aggregate uses of cash set forth for such week in the Budget, (y) the aggregate principal amount of the Revolving Loans at any time outstanding during any week shall not exceed the projected outstanding Revolving Loans set forth in the Budget for such week and (z) the Revolving Loans shall be used by Borrowers solely as set forth in Section 6.11. (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 Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date, the Required Prepayment 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), in the exercise of its their Permitted Discretion, to establish and increase or decrease or eliminate Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves to address the results of any audit or appraisal performed by or on behalf of Co-Collateral Agents from time to time after the Closing Date, Reserves with respect to the Carveout, Reserves with respect to other potential costs and expenses pertaining to the Bankruptcy Cases, Reserves with respect to Other Statutory Liabilities and other Reserves against the Borrowing Base (or any component thereof) or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other such Reserve established by Agent Co-Collateral Agents 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.

Revolving Loans. (ai) Subject Upon the satisfaction of the applicable conditions precedent set forth in Sections 4.1, 4.2 and 4.3, from and including the date of this Agreement and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of this AgreementSection 2.5.11 and Section 8.1 relating to the reduction, and during suspension or termination of the term of this AgreementAggregate Commitment), each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS") in one or more Agreed Currencies to Borrowers the Company from time to time in an amount at any one time outstanding a Dollar Amount not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share 's Percentage of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Available Amount less (2) the sum of (y) the Letter of Credit Usage at such time; provided, plus (z) however, that the principal Aggregate Commitment shall be deemed used from time to time to the extent of the aggregate amount of Swing the Competitive Bid Loans then outstanding at (such time, and (B) deemed use of the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal aggregate amount of Swing Loans outstanding at the Commitments being a "COMPETITIVE BID REDUCTION"), and such time. deemed use in each case of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments; provided, further, that each Revolving Loan made on or after the Euro Implementation Date shall be made in the Euro if such Revolving Loan would, but for this provision, be capable of being made in either the Euro or the National Currency Unit requested by the Company unless otherwise consented to by the Administrative Agent. Subject to the terms of this Agreement (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andincluding, subject to without limitation, the terms and conditions of this AgreementSections 2.5.11 and 8.1 relating to the reduction, reborrowed suspension or termination of the Aggregate Commitment), the Company may borrow, repay and reborrow Revolving Loans at any time during prior to the term of this AgreementTermination Date. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable Loans made on the Maturity Effective Date or, if earlier, or on or before the date on which they are declared due third (3rd) Business Day thereafter shall initially be Alternate Base Rate Loans 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), thereafter may be continued as Alternate Base Rate Loans or converted into Eurocurrency Loans in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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 maintainedmanner provided in Section 2.2.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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, as determined by Agent in good faith.

Revolving Loans. (a) Subject to the terms and conditions of set forth in this Agreement, on or after the Term D Closing Date and during to, but excluding, October 14, 2010, unless terminated earlier pursuant to the term of this Agreementterms hereof (the “Revolving Loan Termination Date”), each Revolving Lender agrees (Purchasers designated on Annex B shall, severally, not jointly or jointly on a pro rata basis based on the percentages specified in Annex B, make loans and severally) advances to make the Company on a revolving loans credit basis (collectively, the “Revolving Loans”) to Borrowers in an aggregate amount outstanding 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 up to the lesser of: Revolving Loan Commitment Amount. From and after the Term D Closing, the Revolving Loans shall be evidenced by promissory notes made by the Company in favor of Purchasers having Revolving Loan Commitments in the form attached hereto as Exhibit K (A) the amount equal together with any such notes issued in substitution therefore pursuant to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such timeSections 6.3 and 6.4, plus (z) the principal “Revolving Notes”). The date and amount of Swing Loans outstanding at each Revolving Loan made by such timePurchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, and (B) the amount equal failure of Agent to (1) make any such record shall not affect the Borrowing Base as obligations of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Company to Agent) less make payments when due of any amounts owing in respect of 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 Purchasers having Revolving Loan Commitments shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.5A(a) hereof and this Section 2.1 may 2.5A(b) have been satisfied. Before a Revolving Loan is made (other than any Revolving Loan requested on the Term D Closing Date), the Loan Parties shall have (i) provided Agent an irrevocable written notice of borrowing in the form of Exhibit L (a “Notice of Borrowing”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than five (5) Business Days before the day on which the Revolving Loan is to be repaid andmade, subject to the terms and conditions (ii) contacted Agent and received from Agent either oral or written confirmation of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount Agent’s receipt of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on Notice of Borrowing not later than three (3) Business Days before the date on which they are declared due the Revolving Loan is to be made. Agent and payable pursuant Purchasers having Revolving Loan Commitments shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Notice of Borrowing or other writing on behalf of the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Company and neither Agent nor any Purchaser having Revolving Loan Commitments shall have any duty to verify the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase identity or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount signature of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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 maintainedPerson identifying himself as an Executive Officer.”

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (all such loans, collectively, the “Revolving Loans”) to Borrowers under a revolving credit facility 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Revolver Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon (x) during a Non-Third Party Agent Retention Period, the most recent Borrowing Base Certificate (Agent) delivered by Borrowers to Agent or (y) during a Third Party Agent Retention Period, the most recent Borrowing Base Certificate (Third Party Agent) delivered by Borrowers to Third Party Agent, less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding Revolver Usage at such time. (b) Amounts borrowed pursuant to this Section 2.1 2.01 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 Revolving Loans, 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 Notwithstanding anything to the contrary in this Section 2.1 notwithstanding2.01, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to may at any time establish and increase one or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other more Reserves against the Borrowing Base or the Maximum Revolver AmountAmount as Agent (or, during any Third Party Agent Retention Period, a Third Party Agent) may deem proper and appropriate in Agent’s (including, during any Third Party Agent Retention Period, a Third Party Agent’s) Permitted Discretion in its capacity as an asset based lender. The amount A Reserve may limit the Availability, reduce the Borrowing Base (by reduction of an advance rate set forth in the Borrowing Base or otherwise), or otherwise restrict a Borrower’s ability to borrow hereunder. Agent (or, during any Third Party Agent Retention Period, a Third Party Agent) shall endeavor to notify Borrower Representative promptly after the establishment of any Receivable Reserve; provided, Inventory however, under no circumstance shall the delivery or receipt of any such notice constitute a condition to Agent’s (or, during any Third Party Agent Retention Period, a Third Party Agent’s) establishment of any Reserve. For the avoidance of doubt, Bank Product ReserveAgent (or, during any Third Party Agent Retention Period, a Third Party Agent) may in Agent’s (including, during any Third Party Agent Retention Period, such Third Party Agent’s) Permitted Discretion (but Agent (or other Reserve established by Agent such Third Party Agent, as applicable) shall have a reasonable relationship to the eventno obligation in any circumstance to) increase, condition, other circumstance, reduce or fact release any Reserve that is the basis for such reserve and shall not be duplicative of any other reserve was previously established and currently maintainedunder this Section 2.01(c).

Revolving Loans. (a) Subject Each Lender that has a Revolving Loan Commitment severally agrees to the terms lend to Borrowers, on a joint and conditions of this Agreementseveral basis, and from time to time during the term of this Agreement, each Revolving Lender agrees (severally, period from the Second Restatement Effective Date to but excluding the Commitment Termination Date an aggregate amount not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 exceeding its Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 aggregate amount of the Revolving Loans, together with interest accrued Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and unpaid thereon, shall constitute Obligations and the aggregate original amount of the Revolving Loan Commitments is $30,000,000; provided that the Revolving Loan Commitments of Lenders shall be due and payable on adjusted to give effect to any assignments of the Maturity Date or, if earlier, on the date on which they are declared due and payable Revolving Loan Commitments pursuant to subsection 9.1B; and provided, further that the terms amount of this Agreement. the Revolving Loan Commitments shall be reduced (ci) Anything from time to time by the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reservereductions thereto made pursuant to subsections 2.4A(iii), Inventory Reserve2.4B(ii) and 2.4B(iii) and (ii) to $12,500,000 on September 30, Bank Product Reserve2001, if the Second Reserve Amount (as defined below) has been assigned to an Eligible Assignee or other Reserve established by Agent Eligible Assignees as provided herein and the NCP6 Acquisition is not consummated in accordance with this Agreement on or prior to such date (such reduction to be applied to reduce Lenders' Revolving Loan Commitments pro rata); provided, further that a portion of all Lenders' aggregate Revolving Loan Commitments equal to $4,000,000 in the aggregate (the "FIRST RESERVE AMOUNT") shall have a reasonable relationship be reserved at all times only for use in connection with the NCP6 Acquisition and as provided in subsection 2.5 provided that to the eventextent that the Second Reserve Amount (as defined below) has not been assigned to an Eligible Assignee or Eligible Assignees during the Initial Syndication Period and the NCP6 Acquisition has not been consummated on or prior to September 30, condition2001, other circumstance, or fact that is such First Reserve Amount shall be cancelled at such time and the basis for such reserve and Revolving Loan Commitments of all Lenders shall not be duplicative of any other reserve established and currently maintained.reduced pro rata by the

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Credit Amount Certificate delivered by Borrowers to Agent) 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 principal amount of the Term Loan 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 Revolving Loans, 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 Bank Product Reserves in the exercise of its Permitted Discretion, Discretion from time to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves time against the Borrowing Base or the Maximum Revolver Amount or the Credit Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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 will have the right (but not the obligation), to establish or modify Reserves in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, condition or other circumstance, or fact that matter which is the basis for such reserve Reserve as determined by Agent in its Permitted Discretion and to the extent that such Reserve is in respect of amounts that may be payable to third parties Agent may deduct such Reserve from the Maximum Revolver Amount at any time that the Maximum Revolver Amount is less than the amount of the Borrowing Base. To the extent that an event, condition or matter as to any Eligible Account, Eligible Unbilled Account or Qualified Cash is addressed pursuant to the treatment thereof within the definition of such term, Agent shall not be duplicative also establish a Reserve to address the same event, condition or matter. Agent will provide three (3) Business Days prior notice to Administrative Loan Party before Agent establishes any new categories of any other reserve established Reserves after the Closing Date and currently maintainedwill consult with Administrative Loan Party in connection with the basis for such new categories of Reserves to the extent Administrative Loan Party is available in a reasonably timely manner, provided, that the failure to consult with Administrative Loan Party shall not limit Agent’s right to implement such Reserve following such three (3) Business Day period.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Inventory, Eligible Domestic In-Transit Inventory, Eligible International In-Transit Inventory and Eligible Re-Load Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon notice of establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. Subject to any notice period described in the definition of Reserves (if applicable), in no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify the Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Inventory, Eligible In-Transit Inventory, and Eligible R-22 Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementcontained herein, each Revolving Loan Lender severally (and not jointly) agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 fund its Pro Rata Share of an Revolving Loans to Borrowers from time to time in amounts requested by any Borrower up to the amount outstanding at any time equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Agent may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than ten (10) Business Days prior telephonic or electronic notice only to each Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Agent determines in good faith that: (i) the number of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has adversely changed or (ii) the liquidation value of the Eligible Inventory, together with interest accrued and unpaid thereonor any category thereof, shall constitute Obligations and shall be due and payable on the Maturity Date orhas decreased, if earlier, on the date on which they are declared due and payable pursuant including any decrease attributable 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), a material change in the exercise nature, quality or mix of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver AmountInventory. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent decrease in the lending formulas shall have a reasonable relationship to the event, condition, other circumstance, condition or fact that circumstance which is the basis for such reserve decrease as determined by Agent in good faith. In determining whether to reduce the lending formula(s), Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Sell-Off Vendors Receivables, Eligible Damaged Goods Vendors Receivables, Eligible Credit Card Receivables, Eligible Inventory or in establishing Reserves. (c) Except with the consent of all Lenders, or as otherwise provided in Sections 12.8 and 12.11 hereof, (i) the aggregate amount of the Loans outstanding at any time shall not be duplicative exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to Borrowers shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of the Revolving Loans outstanding at any time to Borrowers based on the Eligible Inventory shall not exceed the Inventory Loan Limit. (d) In the event that the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding to Borrowers exceeds the Borrowing Base, the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on the Eligible Inventory exceed the Inventory Loan Limit, or the aggregate amount of the outstanding Letter of Credit Accommodations exceed the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall immediately repay to Agent the entire amount of any other reserve established such excess(es). (e) At Borrowers’ option, upon not less than ten (10) Business Days prior written notice to Agent by Borrowers, Borrowers may permanently reduce the Revolving Loan Limit; provided, however, that (i) such reductions may only be requested in increments of $10,000,000; (ii) on and currently maintainedafter giving effect to such reduction, no Event of Default shall exist or have occurred and be continuing; and (iii) the Revolving Loan Limit may not be reduced to an amount that is less than $60,000,000 unless reduced to zero in connection with the termination of the Agreement or the Revolving Loan Facility in accordance with the provisions of Section 14.1 hereof.

Revolving Loans. (ai) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementcontained herein, each Revolving Lender severally (and not jointly) agrees (severally, not jointly or jointly and severally) to make revolving loans (“its Pro Rata Share of Revolving Loans”) Loans to Borrowers from time to time until the Commitment Termination Date in an amounts requested by Administrative Borrower on behalf of the applicable Borrower up to the aggregate amount outstanding for all Lenders at any one time outstanding equal to the Borrowing Base at such time. The Pro Rata Share of the Revolving Loan of any Lender shall not to at any time exceed its separate Commitment. Until the lesser of: (i) such Lender’s Revolver CommitmentCommitment Termination Date, orBorrowers may borrow, repay and reborrow under this Section 2.1(a)(i). (ii) Each Revolving Loan shall be made on notice by Administrative Borrower on behalf of the applicable Borrower to one of the representatives of Agent identified on Schedule 2.1 at the address specified therein. Any such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to notice must be given no later than (1) 1 p.m. (Eastern time) on the Maximum Revolver Amount less Business Day of the proposed Revolving Loan, in the case of an Prime Rate Loan, or (2) 1 p.m. (Eastern time) on the sum date which is three (3) Business Days prior to the proposed Revolving Loan, in the case of a Eurodollar Rate Loan. Each such notice (yeach a “Notice of Borrowing”) must be given in writing (by telecopy or overnight courier) substantially in the Letter form of Credit Usage at Exhibit F, and shall include the information required in such time, plus (z) the principal amount of Swing Loans outstanding at Exhibit and such time, and (B) the amount equal to (1) the Borrowing Base other information as of such date (based upon the most recent Borrowing Base Certificate delivered may be required by Borrowers to Agent) 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 andExcept in Agent’s discretion, subject to with the terms and conditions consent of this Agreementall Lenders, reborrowed at any time during or as otherwise provided herein, the term of this Agreement. The outstanding aggregate principal amount of the Revolving Loans, together with interest accrued Loans and unpaid thereon, the Letter of Credit Obligations outstanding at any time 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 Agreementnot exceed Excess Availability. (c) Anything In the event that the aggregate principal amount of the Revolving Loans and the Letter of Credit Obligations outstanding at any time exceed Adjusted Excess Availability, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Credit, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date less (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver AmountCredit. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves and at Administrative Borrower’s request, Agent agrees to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, Priority Payables Reserve or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers, in which case Agent shall promptly release or reduce such Reserve. Agent will provide notice to Administrative Borrower three (3) Business Days’ prior to the establishment of any new categories of Reserves after the date hereof or any change in the methodology for the calculation of an existing Reserve after the date hereof, provided that such prior notice shall not be required, (i) at any time there is an Event of Default or, if in the good faith determination of Agent, it is necessary to act sooner to preserve or protect the Collateral or its value or the rights of Agent therein or to otherwise address any event, condition or circumstance that, in the good faith judgment of the Agent, is reasonably likely to cause a diminution in the value of the Collateral or to threaten the ability to realize upon any portion of the Collateral or (ii) if after giving effect to any such new category of reserves or change in methodology there would be an Overadvance, but Agent will provide such notice as soon as practicable upon the establishment of any such Reserve.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Real Property shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, and during the term of this AgreementTerm, each Revolving Lender agrees (severallyAgent may, not jointly or jointly and severally) to in its sole discretion, make revolving loans and advances to Borrowing Agent (“Revolving Loans”the "REVOLVING LOANS") on behalf of Lender, or cause Lender to Borrowers make such loans and advances in an amount at any one time outstanding not up to exceed the lesser of:sum of the following sublimits (the "REVOLVING LOAN LIMIT"): (i) such Lender’s Revolver CommitmentUp to eighty-five percent (85%) of the face amount (less maximum discounts, orcredits and allowances which may be taken by or granted to Account Debtors in connection therewith in the ordinary course of a Covenant Obligor's business) of Covenant Obligors' Eligible Accounts; PLUS (ii) such Lender’s Pro Rata Share Up to fifty-five percent (55%) of an amount equal to the lesser of:lower of cost or market value of Covenant Obligors' Eligible Inventory or the Inventory Sublimit, whichever is less; PLUS (Aiii) Up to fifty-five percent (55%) of the face amount of commercial Letters of Credit issued or guaranteed by Agent or Lender, or an Affiliate of Agent or Lender on behalf of any Covenant Obligor for the purpose of purchasing Eligible Inventory; provided, that such commercial Letters of Credit are in form and substance reasonably satisfactory to Agent; PLUS (iv) the amount equal Overadvance Amount; MINUS (v) such reserves as Agent elects, in its sole discretion to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such establish from time to time, plus including, without limitation, the Environmental Reserve and the Special Reserve; provided, that the Revolving Loan Limit shall in no event exceed Sixteen Million Eight Hundred Ten Thousand Dollars (z$16,810,000.00) (as increased or decreased as permitted herein, the principal "MAXIMUM REVOLVING LOAN LIMIT") except as such amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 increased or decreased by Agent or Lender, in its reasonable discretion. All Revolving Loans shall be deemed to be advanced, first, under the Overadvance Amount portion of the Revolving Loan Limit and, subject to second, under the terms and conditions remainder of this Agreementthe Revolving Loan Limit. Notwithstanding the foregoing, reborrowed at any time during the term eighteen (18) month period following the date hereof, Borrowers may make a one-time permanent reduction of this Agreementthe Maximum Revolving Loan Limit in an amount up to Two Million Five Hundred Thousand Dollars ($2,500,000.00) without payment of the Termination Fee set forth in SECTION 10 hereof. The aggregate unpaid principal balance of the Revolving Loans shall not at any time exceed the lesser of the (i) Revolving Loan Limit minus the Letter of Credit Obligations and (ii) the Maximum Revolving Loan Limit minus the Letter of Credit Obligations. If at any time the outstanding principal Revolving Loans exceeds either the Revolving Loan Limit or the Maximum Revolving Loan Limit, in each case minus the Letter of Credit Obligations, or any portion of the Revolving Loans and Letter of Credit Obligations exceeds any applicable sublimit within the Revolving Loan Limit, Borrowers shall immediately, and without the necessity of demand by Agent, pay to Agent, for the benefit of Lender, or to Lender such amount as may be necessary to eliminate such excess and Agent and Lender shall apply such payment to the Revolving Loans in such order as Agent may determine in its sole discretion. Each Borrower hereby authorizes Agent and Lender, in each of their sole discretion, to charge any of such Borrower's accounts or advance Revolving Loans to make any payments of principal, interest, fees, costs or expenses required to be made under this Agreement or the Other Agreements. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: Borrowing Agent shall give Agent same day notice, no later than 10:30 A.M. (Chicago, Illinois time) for such day, of its request for a Revolving Loan as a Prime Rate Loan, and at least three (3) Business Days prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in which notice Borrowing Agent shall specify the amount of the Revolving Loansproposed borrowing and the proposed borrowing date; provided, together with interest accrued however, that no such request may be made at a time when there exists a Default or Event of Default. In the event that a Borrower maintains a controlled disbursement account at LaSalle Bank, each check presented for payment against such controlled disbursement account and unpaid thereon, any other charge or request for payment against such controlled disbursement account shall constitute Obligations a request for a Revolving Loan as a Prime Rate Loan. As an accommodation to Borrowers, Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Borrowers or Borrowing Agent. Unless Borrowing Agent specifically directs Agent in writing not to accept or act upon telephonic or electronic communications from Borrowing Agent or a Borrower, neither Agent nor Lender shall have any liability to any Borrower for any loss or damage suffered by a Borrower as a result of Agent's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent or Lender by a Borrower or Borrowing Agent and neither Lender nor Agent shall have any duty to verify the origin of any such communication or the authority of the Person sending it. Each Borrower hereby irrevocably authorizes Agent and Lender to disburse the proceeds of each Revolving Loan requested by Borrowing Agent, or deemed to be requested by Borrowing Agent, as follows: the proceeds of each Revolving Loan requested under SECTION 2(a) shall be due and payable on disbursed by Agent or Lender in lawful money of the Maturity Date orUnited States of America in immediately available funds, if earlierin the case of the initial borrowing, on the date on which they are declared due and payable pursuant to in accordance with the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstandingwritten disbursement letter from Borrowing Agent, Agent shall have the right (but not the obligation), and in the exercise case of its Permitted Discretioneach subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to establish such bank account as may be agreed upon by Borrowing Agent and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product ReserveAgent from time to time, or other Reserve established by Agent shall have elsewhere if pursuant to a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for written direction from such reserve and shall not be duplicative of any other reserve established and currently maintainedBorrowing Agent.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and, (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to AgentAdministrative Agent and Co-Collateral Agents) 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 (C) the Trailing 90 Day Collections reflected on the then most recent Trailing 90 Day Collections Report. (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 Revolving Loans, 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 Co-Collateral Agents shall have the right (but not the obligation), in the exercise of its their Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base Base, the Trailing 90 Day Collections or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Co-Collateral Agents 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. Upon establishment or increase in reserves, Co-Collateral Agents agree to make themselves available to discuss the reserve or increase, and Borrowers 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 Co-Collateral Agents in the exercise of their Permitted Discretion. In no event shall such opportunity limit the right of Administrative Agent to establish or change such Receivable Reserve, Bank Product Reserve, or other Reserves, unless Co-Collateral Agents shall have determined, in their Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Credit Amount Certificate delivered by Borrowers Borrower to Agent) less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) the principal amount of Swing Loans outstanding at such time, plus (z) the outstanding principal balance of the Term Loan 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, ) to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves from time to time against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Amount or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is Credit Amount as provided in the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddefinitions thereof.

Revolving Loans. (a) Subject to and upon the terms and conditions contained herein, each Revolving Loan Lender severally (and not jointly) agrees to fund its Pro Rata Share of this AgreementRevolving Loans to Borrowers from time to time in amounts requested by Administrative Borrower up to the amount equal to the lesser of: (i) the Borrowing Base or (ii) the Revolving Loan Limit. (b) Except in Administrative and Collateral Agent’s discretion, with the consent of all Lenders other than the Sponsor Affiliated Lenders, (i) the aggregate principal amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Revolving Loan Limit. In the event that the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations exceed the amounts available pursuant to the Borrowing Base (prior to giving effect to Reserves established at the issuance of such Letter of Credit Accommodations), the Revolving Loan Limit or the sublimits for Letter of Credit Accommodations set forth in Section 2.2(e), as applicable, such event shall not limit, waive or otherwise affect any rights of any Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Administrative and Collateral Agent, which may be made at any time or from time to time, immediately repay to Administrative and Collateral Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded, or, if no Revolving Loans are then outstanding, provide cash collateral with respect to any Letter of Credit Accommodations outstanding in excess of the Borrowing Base or sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) in an amount equal to one hundred five percent (105%) of the amount of such excess plus the amount of any fees and expenses payable in connection therewith through the end of the expiration of such Letter of Credit Accommodations. (c) At Borrowers’ option, upon not less than five (5) Business Days prior written notice to Administrative and Collateral Agent by Administrative Borrower, Borrowers may permanently reduce the Revolving Loan Threshold Limit; provided, however, (i) no more than twenty (20) such reductions may be made during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 reductions are requested in increments of $10,000,000 and (iii) the Revolving Loan Threshold Limit may not be reduced to an amount equal that is less than $250,000,000 unless reduced to zero in connection with the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 termination of the Revolving Loans, together Agreement in accordance 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 provisions of this AgreementSection 13.1(a) hereof. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Reserve or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve and shall not be duplicative of any other reserve Reserve established and currently maintained.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Unbilled Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject Each Bank severally agrees, subject to the fulfillment of the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (the “Revolving Loans”) to Borrowers in an amount at any one the Borrower from time outstanding not to exceed time during the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal applicable Commitment Period. Subject to the lesser of: (A) provisions of this Agreement, Loans may be repaid in whole or in part, and amounts so repaid may be reborrowed, but in no event shall the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the aggregate principal amount of each Bank’s Revolving Loans plus such Bank’s Pro rata share of the LC Obligations and outstanding Swing Loans outstanding (if a participant in Swing Loans pursuant to Section 2.07(c) hereof) exceed at such time, and (B) any time the amount equal to (1) the Borrowing Base as then Commitment of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeBank. (b) Amounts borrowed The requesting of a Loan in and of itself pursuant to this a Notice of Borrowing constitutes a representation and warranty by the Borrower to the Banks and the Agents that the conditions specified in Section 2.1 5.01 hereof have been satisfied. Each oral request for a Revolving Loan (which request shall be promptly confirmed in writing as specified in Section 5.01 hereof) shall be made by a person authorized by the Borrower to do so and designated on Schedule 2.03, or as that Schedule may be repaid andamended from time to time in writing by the Borrower (each an “Authorized Fiscal Officer”), subject and the making of a Revolving Loan as provided herein shall conclusively establish the Borrower’s obligation to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the repay such Revolving Loans, 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 AgreementLoan. (c) Anything Immediately prior to the contrary in effectiveness of this Section 2.1 notwithstandingAgreement, Agent the outstanding principal balance of “Revolving Loans” under the 2004 Credit Agreement is $218,000,0000 and shall have the right (but not the obligation), in the exercise of its Permitted Discretion, be deemed to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reservesbe, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reservehereby is converted into, Inventory Reserve, Bank Product Reserve, or other 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 maintainedoutstanding Revolving Loans hereunder.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to US Borrowers from time to time in an amount amounts requested by a US Borrower; provided that the aggregate outstanding US Dollar Amount of Revolving Loans and Letter of Credit Accommodations to US Borrowers at any one time outstanding do not to exceed the lesser of: : (i) the Borrowing Base at such Lender’s Revolver Commitment, or time or (ii) such Lender’s Pro Rata Share the US Revolving Maximum Credit less the Xxxx to Market Exposure of an amount equal US Borrowers under all their Hedge Agreements. (b) Agent may, in its reasonable credit judgment, from time to time: (i) reduce the lending formula with respect to Eligible Accounts to the lesser of: extent that Agent determines that: (A) the amount equal dilution with respect to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date Accounts for any period (based upon on the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum ratio of (1) the Letter aggregate amount of Credit Usage at such time, plus reductions in Accounts other than as a result of payments in cash to (2) the principal aggregate amount of Swing Loans outstanding at such timetotal sales) has increased in any material respect or may be anticipated to increase in any material respect above historical levels or exceeds five (5%) percent; or (B) the general creditworthiness of account debtors has declined; or (ii) reduce the lending formula(s) with respect to Eligible Inventory to the extent that Agent determines that: (A) the number of days of the turnover of the Inventory for any period has changed in any material respect or (B) the liquidation value of the Eligible Inventory, or any category thereof, has decreased, or (C) the nature and quality of the Inventory has deteriorated. In determining whether to reduce the lending formula(s), Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts, Eligible Inventory or in establishing Availability Reserves. (bc) Amounts borrowed Except in Agent’s discretion pursuant to this Section 2.1 may be repaid and12.10 with respect to Special Agent Advances, subject to the terms aggregate amount of the Revolving Loans and conditions the Letter of this Agreement, reborrowed Credit Accommodations outstanding at any time during shall not exceed the term US Revolving Maximum Credit less the Xxxx to Market Exposure of this AgreementUS Borrowers under all their Hedge Agreements. The In the event that the outstanding principal amount of any component of the Revolving Loans, together with interest accrued or the aggregate amount of the outstanding Loans and unpaid thereonLetter of Credit Accommodations, shall constitute Obligations and shall be due and payable on exceed the Maturity Date oramounts available under the lending formulas, if earlier, on the date on which they are declared due and payable pursuant sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) or the US Revolving Maximum Credit (less the Xxxx to the terms Market Exposure of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligationUS Borrowers under all their Hedge Agreements), as applicable, such event shall not limit, waive or otherwise affect any rights of Revolving Lender or Agent in such circumstances or on any future occasions and US Borrowers shall (except as otherwise provided herein), immediately repay to Agent the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Revolving Loan Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver CommitmentCommitment less its Pro Rata Share of the outstanding principal amount of the Term Loan at such time, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of the (yaa) the Letter of Credit Usage at such time, plus (zbb) the outstanding principal amount of Swing Loans outstanding at such time, and (cc) the principal amount of the Term Loan outstanding at such time; and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Revolving Loan Borrower to Agent) 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 principal amount of the Term Loan 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 Revolving Loans, 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)) upon not less than ten (10) days’ prior notice to Revolving Loan Borrower but no notice shall be required as long as any Default or Event of Default has occurred and is continuing, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and Borrowers 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. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves in its Permitted Discretion, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Credit Amount Certificate delivered by Borrowers Borrower to Agent) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) the principal amount of Swing Loans outstanding at such time, plus (z) the principal amount of the Term Loan 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, ) to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves from time to time against the Borrowing Base or the Maximum Revolver Amount or the Credit Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, Commitment at such time; or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount at such time, less (2) the sum of (yaa) the Letter of Credit Usage at such time, plus time and (zbb) the principal amount of Swing Loans outstanding at such time, ; and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) , but as adjusted for reserves established by Agent in accordance with Section 2.1(c)), 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 Revolving Loans, 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), upon not less than ten (10) days’ prior notice to Xxxxxxx (but no notice shall be required as long as any Default or Event of Default has occurred and is continuing), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Real Property Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other 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. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and Borrowers 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. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserves in its Permitted Discretion, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an An amount at any one time outstanding not to exceed the following: (A) The lesser of: (i) such Lender’s Revolver Commitment$8,000,000 at any one time outstanding (the "Maximum Credit Limit"), or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of(a) or (b) below, whichever is applicable: (A) the amount equal to (1) the Maximum Revolver Amount less (2a) the sum of (yI) and (II) below (the Letter "Borrowing Base"): (I) 80% (an "Advance Rate") of Credit Usage at such timethe amount of Borrower's Eligible Receivables (as defined in Section 8 above), plus plus (zII) 80% of Borrower's Foreign Receivables (that are otherwise Eligible Receivables except for the Account Debtor being located outside the United States or SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT Canada and which have not been pre-approved by Silicon in writing, are not backed by a letter of credit satisfactory to Silicon or are not FCIA insured satisfactory to Silicon) that are billed and collected within the United States, up to a maximum of $2,500,000. OR (b) Loans in the aggregate principal amount outstanding of Swing not more than $8,000,000 (the "Non-Formula Loan"). Loans will be made pursuant to subclause 2(A) (ii)(b) above only if, and as long as, Borrower maintains, at all times, unrestricted cash in accounts maintained at Silicon of at least $12,500,000 (the "Minimum Cash On Hand Requirement"). At all other times, Loans will be made pursuant to subclause 2(A)(ii)(a) above. Notwithstanding the foregoing, Silicon may, in its sole discretion, make Loans to Borrower from time to time which exceed the limitations on borrowing against Eligible Receivables as set forth in subparagraph 2(A)(ii)(a) above (the "Overadvance Loans") which shall be secured by securities and investments of Borrower maintained with SVB Securities. The aggregate outstanding Overadvance Loans shall not at such timeanytime exceed $500,000. Moreover, andthe aggregate outstanding Loans, including any Overadvance Loans, shall not at any time SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT exceed the Maximum Credit Limit. This paragraph shall not apply at all times that Borrower satisfies the Minimum Cash On Hand Requirement. (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter all outstanding Letters of Credit Usage at such (including drawn but unreimbursed Letters of Credit), and minus the FX Reserve, and minus all amounts for Cash Management Services utilized under the Cash Management Services Sublimit. Silicon may, from time to time, plus (2) modify the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andAdvance Rates, subject in its good faith business judgment, upon notice to the terms and conditions of this AgreementBorrower, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together based on changes in collection experience 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 respect to Receivables or other issues or factors relating 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 the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Receivables or other 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 maintainedCollateral.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during provided that all of the term of this Agreementconditions set forth in Sections 3.01 and 3.02 are satisfied to the Termination Date, each Revolving Lender agrees shall (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver CommitmentCredit Limit, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount Credit Limit less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) less the sum of (12) 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 2.01 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 Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Bank 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 2.01 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver AmountCredit Limit. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, in its Permitted Discretion, 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such Lender’s Xxxxxx's Revolver Commitment, or or (ii) such Lender’s Xxxxxx's Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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.as adjusted for Reserves (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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, however, that Agent shall notify Administrative Borrower at least three (3) Business Days prior to the date on which Agent establishes any new categories of Reserves after the Closing Date (and will consult with Parent in connection with the basis for such new categories of Reserves); provided further, that (A) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such 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 the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; and (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. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definition of Eligible Accounts, shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. 2.2. [Intentionally Omitted].

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term Lenders agree to lend to the Borrowers from time to time until the earlier of the Termination Date or the occurrence of either a Default or an Event of Default hereunder (the earlier of such date being hereinafter referred to as the "Expiration Date"), such sums, in a minimum amount(s) as set forth in Section 3.B hereof, as Borrowers may request from time to time by a Borrowing Notice pursuant to Section 3.C hereof; provided, however, that the aggregate principal amount of all loans outstanding under this AgreementSection 2.A.1 (individually, each a "Revolving Lender agrees (severallyLoan" or "Loan" or, not jointly or jointly and severally) to make revolving loans (“collectively, the "Revolving Loans”" or "Loans") plus the Stated Amount of all letters of credit issued pursuant to Borrowers in an amount Section 2.B hereof (the "Letters of Credit") at any one time outstanding shall not exceed Seventy Million Dollars ($70,000,000) (such amount hereinafter referred to exceed as the lesser of: (i) such Lender’s Revolver "Commitment, or (ii) such Lender’s Pro Rata Share " and/or cumulatively for all Lenders as the or their "Commitments"). Each Borrowing of an amount equal Loans shall be made ratably from the Lenders in proportion to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 their respective Commitments. Subject to the terms and conditions hereof, the Borrowers may borrow or repay and reborrow hereunder, from the date hereof until the Expiration Date, either the full amount of the Commitments or any lesser sum in the minimum amounts referred to herein. If, at any time, the Loans plus the Stated Amount of outstanding Letters of Credit exceed the Commitment, the Borrowers shall immediately notify the Agent of the existence of and pay to the Agent the amount of such excess. The maximum amount of the Commitment of each Lender, which is also the maximum amount of Loans which each Lender agrees to extend to the Borrowers, shall be as set forth opposite its name on the applicable signature page hereof (subject to any reductions thereof pursuant to the terms hereof). For all purposes of this Agreement, reborrowed at any time during where a determination of the term of this Agreement. The outstanding principal unused or available amount of the Revolving LoansCommitment is necessary, together with interest accrued the Loans and unpaid thereon, shall constitute Obligations and the Letter of Credit Utilization shall be due deemed to utilize the Commitments. The obligations of the Lenders hereunder are several and payable on the Maturity Date or, if earlier, on the date on which they are declared due not joint and payable pursuant no Lender shall under any circumstances be obligated to the terms of this Agreement. (c) Anything to the contrary extend credit hereunder in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise excess of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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 maintainedCommitment.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Reserve or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed exceed: (i) at any time prior to the Borrowing Base Testing Period, the lesser of: (iA) such Lender’s 's Revolver Commitment, orand (B) such Lender's Pro Rata Share of an amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time; and (ii) during the Borrowing Base Testing Period, the lesser of: (A) such Lender’s 's Revolver Commitment, and (B) such Lender's Pro Rata Share of an amount equal to the lesser of: (A) i. the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) ii. the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, if applicable) as adjusted for Reserves established by Agent in accordance with Section 2.1(c), less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify Borrowers at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory and Eligible In-Transit Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderXxxxxx’s Revolver Commitment, Commitment at such time; 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 at such time, less (2) the sum of (yx) the Letter of Credit Usage at such time, plus time and (zy) the principal amount of Swing Loans outstanding at such time, ; and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, but as adjusted for reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus time and (2y) 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 Revolving Loans, 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), upon not less than ten (10) days’ prior notice to Borrowers (but no notice shall be required as long as any Default or Event of Default has occurred and is continuing), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Real Property Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other 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. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and Borrowers 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. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Real Property Reserve, Bank Product Reserve, or other Reserves in its Permitted Discretion, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Real Property 5 Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to, and upon the terms and conditions contained herein, Lender agrees to make Revolving Loans to Borrower from time to time in amounts requested by Borrower, up to the amount equal to the sum of: (i) seventy (70%) percent of the Net Amount of Eligible Accounts, plus (ii) the lesser of (A) forty (40%) percent of the Value of Eligible Inventory, or (B) the Inventory Loan Limit, less (iii) any Availability Reserves established in accordance with this Agreement. (b) Lender may, in its discretion, from time to time, upon not less than five (5) days' prior notice to Borrower, (i) reduce the lending formula with respect to Eligible Accounts to the extent that Lender determines in good faith that: (A) the dilution with respect to the Accounts of Borrower for any period (based on the ratio of (1) the aggregate amount of reductions in Accounts of Borrower other than as a result of payments in cash to (2) the aggregate amount of total sales of Borrower) has increased in any material respect or may be reasonably anticipated to increase in any material respect above historical levels, or (B) the general creditworthiness of account debtors of Borrower has declined or (ii) reduce the lending formula with respect to Eligible Inventory to the extent that Lender determines in good faith that: (A) the number of days of the turnover of the Inventory of Borrower for any period has changed in any material adverse respect or (B) the liquidation value of (c) Except in the discretion of Lender, the aggregate amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit and the aggregate Revolving Loans outstanding at any time based on the aggregate Value of Eligible Inventory shall not exceed the Inventory Loan Limit at such time. Subject to the terms and conditions of this Agreement, Borrower may borrow, shall repay, and during the term of this Agreement, each may reborrow such amounts (if any) as are determined in good faith by Lender to be available to Borrower as Revolving Lender agrees (severally, not jointly or jointly Loans and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) Accommodations. In the principal event that the outstanding amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 component of the Revolving Loans, together with interest accrued or the aggregate amount of the outstanding Revolving Loans and unpaid thereonLetter of Credit Accommodations, exceed the amounts available under the lending formulas, the Inventory Loan Limit, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) or the Maximum Credit, as applicable, such event shall constitute Obligations not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and shall Borrower shall, upon demand by Lender, which may be due and payable on made at any time or from time to time, immediately repay to Lender the Maturity Date or, if earlier, on the date on entire amount of any such excess(es) for which they are declared due and payable pursuant to the terms of this Agreementpayment is demanded. (cd) Anything to For purposes of applying the contrary sublimit set forth in this Section 2.1 notwithstanding2.1(a)(ii)(B) hereof, Agent shall have Lender may treat the right (but not the obligation), in the exercise amount of its Permitted Discretion, reliance on Eligible Inventory to establish and increase or decrease Receivable Reserves, be purchased under outstanding Letter of Credit Accommodations as a Revolving Loan based on Eligible Inventory Reserves, Bank Product Reserves, and other Reserves against pursuant to Section 2(a)(ii). In determining the Borrowing Base or the Maximum Revolver Amount. The amount of such reliance, the outstanding Revolving Loans and Availability Reserves shall first be attributed to any Receivable Reservecomponents of the lending formulas in Section 2.1(a) that are not subject to such sublimit, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship before being attributed to components of the event, condition, other circumstance, or fact that is the basis for lending formulas subject to such reserve and shall not be duplicative of any other reserve established and currently maintainedsublimit.

Revolving Loans. (a) 2.01 Subject to to, and upon the terms and conditions of this Agreementherein provided, and during the term of this AgreementAVAILABILITY PERIOD, each Revolving Lender the BANK agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 ADVANCES to the lesser of: BORROWER including, without limitation, those ADVANCES provided for in Section 3.06 hereof which shall be deemed ADVANCES under this Section 2.01, so long as (A) after giving effect to the amount equal making of each ADVANCE, the then CREDIT BALANCE does not exceed the REVOLVING CREDIT COMMITMENT AMOUNT and (B) at the time of such ADVANCE the conditions specified in Section 2.08 have been and remain fulfilled. 2.02 Whenever the BORROWER wishes to request the making of an ADVANCE hereunder, the BORROWER shall make such BORROWING REQUEST in writing, which shall be substantially in the form of Exhibit "2.02", and shall deliver the same to the BANK not later than 12:00 noon (1Boston time) the Maximum Revolver Amount less two (2) BUSINESS DAYS prior to the sum of BORROWING DATE specified therein if the ADVANCE is to be a LIBOR RATE ADVANCE, and not later than 12:00 noon (yBoston time) on the Letter of Credit Usage at such time, plus BORROWING DATE (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered followed by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus written certification within two (2) BUSINESS DAYS thereafter), if the principal ADVANCE is to be a PRIME RATE ADVANCE). 2.03 Each BORROWING REQUEST for an ADVANCE pursuant to Section 2.02 shall specify the proposed BORROWING DATE, the aggregate amount of Swing Loans outstanding at the proposed ADVANCE, whether such timeADVANCE will be a PRIME RATE ADVANCE or a LIBOR RATE ADVANCE and, in the case of a LIBOR RATE ADVANCE, the initial INTEREST PERIOD with respect thereto. 2.04 The BANK will credit the amount of each ADVANCE to a demand deposit account maintained by the BORROWER. 2.05 The debit balance of the LOAN ACCOUNT shall reflect the amount of the BORROWER'S indebtedness to the BANK from time to time by reason of ADVANCES under this Article II and any other appropriate charges under the FINANCING AGREEMENTS. At least once each month the BANK shall render to the BORROWER a statement of account showing as of its date the debit balance on the LOAN ACCOUNT which, unless within thirty (30) days of such date, notice to the contrary is received by the BANK from the BORROWER, shall be considered correct and accepted by the BORROWER and conclusively binding upon it absent manifest error. 2.06 No ADVANCE under this Article II will be made on or after the TERMINATION DATE. 2.07 All OBLIGATIONS arising under or by reason of this Article II shall be paid in full, without notice or demand, on the TERMINATION DATE or upon any earlier acceleration, notwithstanding any provisions of the THIRD REPLACEMENT REVOLVING NOTE or other instrument evidencing any part of the OBLIGATIONS. 2.08 No ADVANCES Under this Article II will be made, nor any LETTERS OF CREDIT issued, unless each of the following conditions shall have been and remain fulfilled as of the BORROWING DATE. (a) All conditions precedent as set forth in Article XV shall have been and remain fulfilled. (b) Amounts borrowed pursuant to this Section 2.1 may No EVENT OF DEFAULT shall have occurred and be repaid andcontinuing, subject to the terms nor shall a DEFAULT have occurred and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, 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 Agreementcontinuing. (c) Anything The warranties and representations set forth in Article IX hereof shall be true and correct, in all material respects, as of the date they were made, and, except to the contrary in this Section 2.1 notwithstanding, Agent extent that written notice of a change thereof shall have been given by the right (but not BORROWER to the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product ReservesBANK, and other Reserves against such change would not constitute a DEFAULT or EVENT OF DEFAULT, on the Borrowing Base or date of the Maximum Revolver Amount. The amount BORROWING REQUEST. 2.09 All ADVANCES and repayments of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent principal of the PRIME RATE ADVANCES 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 in integral multiples of any other reserve established and currently maintainedTen Thousand Dollars ($10,000.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s 's Revolver Commitment, orand (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Administrative Borrower to AgentCo-Collateral Agents) 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 Revolving Loans, 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 Co-Collateral Agents shall have the right (but not the obligation), in the exercise of its their Permitted Discretion, to establish and increase or decrease or eliminate Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base (or any component thereof) or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Co-Collateral Agents 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.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of contained in this Agreement, and during the term of this Agreement, each Revolving Lender Bank agrees (severally, not jointly or jointly and severally) to make revolving loans (“each a "Revolving Loans”Loan") to Borrowers from time to time until the Maturity Date in an aggregate amount at any one time outstanding not to exceed at any time outstanding the lesser of: of (i) such Lender’s Revolver Commitment, or $26,000,000 or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon Base. Borrowers may from time to time borrow, partially or wholly repay their outstanding Revolving Loans, and reborrow, subject to all the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such timelimitations, plus (2) the principal amount of Swing Loans outstanding at such timeterms and conditions contained herein. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed If at any time during the term Available Credit is negative, Borrowers, without demand or notice, shall immediately repay that portion of this Agreementthe Revolving Loans necessary to cause the Available Credit to be zero. The Borrowers shall repay the outstanding principal amount balance of the Revolving Loans, together with interest all accrued and unpaid thereon, shall constitute Obligations interest and shall be due and payable related fees on the earlier of the Maturity Date or, if earlier, on or the due date on which they are declared due and payable determined pursuant to the terms of this AgreementSection 10.2. (c) Anything The Revolving Loans shall be evidenced by a Note payable to the contrary order of Bank. (d) Agent, through one of the Authorized Representatives, shall request each advance under Section 3.1(a) by giving Bank irrevocable written notice or telephonic notice (confirmed promptly in this Section 2.1 notwithstandingwriting), in the form of Exhibit C attached hereto (each, a "Notice of Borrowing"), which specifies, among other things: (i) the principal amount of the requested advance; (ii) the proposed date of borrowing, which shall be a Business Day; (iii) whether such advance is to be a Base Rate Loan or a LIBOR Loan; and (iv) if such advance is to be a LIBOR Loan, the length of the Fixed Rate Term applicable thereto. Each such Notice of Borrowing must be received by Bank not later than (i) 10:00 a.m. (San Francisco time) on the date of borrowing if a Base Rate Loan, or (ii) at least three Business Days prior to the date of borrowing if a LIBOR Loan. In addition to advances requested by Agent, advances of Revolving Loans may be made automatically pursuant to certain arrangements made by Agent with Bank and each such advance shall be a Base Rate Loan. P17 (e) Bank shall have the right in its discretion to determine in Good Faith which Accounts are eligible for the purpose of determining the Borrowing Base. General criteria for Eligible Accounts may be established and revised from time to time by Bank in Good Faith. Without limiting such discretion as to other Accounts, the following Accounts shall not be Eligible Accounts: (i) Accounts which do not consist of ordinary trade accounts receivable owned by Borrower, payable in cash in United States dollars (except for amounts payable in a foreign currency if the applicable Borrower has entered into a currency hedge agreement with respect to such foreign currency on terms acceptable to Bank) and arising out of the final sale of Inventory or provision of services in the ordinary course of Borrower's business as presently conducted by it; (ii) Accounts with respect to which the services covered thereby have not been rendered or the goods covered thereby have not been delivered to the account debtor or its designee or with respect to which Borrower failed to issue an original invoice at the agreed-upon purchase price to the account debtor promptly after rendering such services or delivering such goods to the account debtor; (iii) Accounts which are not absolutely and unconditionally payable; (iv) Accounts with respect to which more than 150 days have elapsed since the date of the original invoice applicable thereto; (v) Accounts which are more than 60 days past due; P18 (vi) Accounts with respect to which the account debtor is an affiliate of Borrower or any officer, employee or agent of the account debtor is an officer, employee or agent of or affiliated with Borrower directly or indirectly by virtue of family membership, ownership, control, management or otherwise; (vii) Accounts with respect to which the account debtor is the United States of America or any department, agency or instrumentality thereof, except for those Accounts as to which Borrower has assigned its right to payment thereof to Bank, and the assignment has been acknowledged, pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. ss.3727); (viii) the chief executive office of the account debtor with respect to such Account is not located in the United States of America, unless (a) the account debtor has delivered to Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Bank, sufficient to cover such Account, in form and substance satisfactory to Bank and, if required by Bank, the original of such letter of credit has been delivered to Bank or Bank's agent and the issuer thereof notified of the assignment of the proceeds of such letter of credit to Bank, (b) such Account is subject to credit insurance payable to Bank issued by an insurer and on terms and in an amount acceptable to Bank, (c) the account debtor resides in a province of Canada which recognizes Bank's perfection and enforcement rights as to Accounts by reason of the filing of a UCC-1 in the state of the applicable Borrower's chief executive office, or (d) such Account is otherwise acceptable in all respects to Bank (subject to such lending formula with respect thereto as Bank may determine); P19 (ix) Accounts for which the prospect of payment or performance by the account debtor is or will be impaired in the Good Faith determination of Bank; (x) Accounts with respect to which Bank does not have a valid and prior, fully perfected lien or which are not free of all liens or other claims of all other Persons (except Permitted Liens); (xi) Accounts with respect to which the account debtor is the subject of bankruptcy or a similar insolvency proceeding, or has made an assignment for the benefit of creditors, or whose assets have been conveyed to a receiver or trustee, or who has failed or suspended or gone out of business; (xii) Accounts with respect to which the account debtor's obligation to pay the Accounts is conditional upon the account debtor's approval; (xiii) except as otherwise designated by Bank in a notice to Agent, Accounts from an account debtor to the extent that the account debtor's indebtedness to a Borrower (whether evidenced by such Accounts or otherwise) exceeds an amount which is greater than 25% of the face amount (less maximum discounts, credits and allowances which may be taken by or granted to account debtors in connection therewith) of the then outstanding Eligible Accounts owned by such Borrower; P20 (xiv) Accounts owed by a particular account debtor if less than 75% of the aggregate Accounts then owed to Borrower by that account debtor and its affiliates constitute Eligible Accounts; (xv) Accounts of a particular account debtor in excess of a credit limit established as to that account debtor by Borrower or by Bank; (xvi) Accounts which represent a prepayment or progress payment or a partial payment under an installment contract; (xvii) Accounts which are evidenced by a promissory note or other instrument; (xviii) Accounts with respect to which the terms or conditions prohibit or restrict assignment or collection rights; (xix) Accounts with respect to which the account debtor is located in any jurisdiction requiring the timely filing by Borrower of a report or document before such Account is created in order to bring suit or otherwise enforce its remedies against such account debtor in the courts or through any judicial process of such jurisdiction, unless Borrower has filed, or is exempt from filing, such a report; and (xx) Accounts with respect to which the account debtor is also a creditor of Borrower, but only to the extent of the amount owed by Borrower to such account debtor if such amount is less than the amount of all Accounts with respect to such account debtor which otherwise would be Eligible Accounts. Bank shall have the right, but not the obligation)duty, to declare particular accounts ineligible. The fact that Bank has not declared a particular account ineligible shall not be deemed to be a determination or representation by Bank as to the creditworthiness or financial condition of any account debtor. Because of banking relationships between account debtors of Borrower and Bank, Bank may have information about the creditworthiness of such account debtors; however, Bank shall have no duty to Borrowers to disclose information it may have about any Borrower's account debtors and Borrowers shall have no right to rely upon any action or inaction of Bank concerning the creditworthiness or financial condition of Borrower's account debtors. BORROWERS HEREBY COVENANT NOT TO SUE AND TO HOLD HARMLESS BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FOR AND FROM ANY AND ALL DAMAGES, LIABILITY, OR CLAIMS OF LIABILITY, WHETHER KNOWN OR UNKNOWN, OF WHATSOEVER NATURE ARISING OUT OF OR BASED IN WHOLE OR IN PART UPON BANK'S FAILURE TO DISCLOSE UNFAVORABLE INFORMATION ABOUT AN ACCOUNT DEBTOR OF BORROWER'S TO BORROWERS, OR BANK'S FAILURE TO TREAT AS INELIGIBLE THE ACCOUNT OF AN ACCOUNT DEBTOR OF BORROWER ABOUT WHOM BANK HAS UNFAVORABLE INFORMATION. (f) Bank shall have the right in its discretion to determine in Good Faith which Inventory is eligible for the purpose of determining the Borrowing Base. Without limiting such discretion as to other Inventory, the following Inventory shall in any event not constitute Eligible Inventory: (i) finished goods which are not held by Borrower for sale as Inventory in the ordinary course of Borrower's business as presently conducted by it or which are obsolete, not in good condition, not of merchantable quality or not saleable in the ordinary course of Borrower's business or which are subject to defects which would affect their market value; (ii) work in process; (iii) Inventory which Bank in the Good Faith exercise of its discretion determines to be unacceptable due to age, type, category or quantity; (iv) Inventory with respect to which Bank, does not have a valid and prior, fully perfected Lien and which is not free of all other Liens, other than Permitted Discretion, to establish and increase or decrease Receivable Reserves, Liens; (v) Inventory Reserves, Bank Product Reserves, and other Reserves against in the Borrowing Base or the Maximum Revolver Amount. The amount possession of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, a warehouseman or other Reserve established bailee if Bank has not received a bailee letter acceptable to Bank from such warehouseman or bailee; and (vi) Inventory located on premises leased by Agent shall have Borrower if Bank has not received a reasonable relationship landlord's waiver acceptable to the event, condition, other circumstance, or fact that is the basis for Bank with respect to such reserve and shall not be duplicative of any other reserve established and currently maintainedpremises.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Equipment Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Equipment Reserve, Bank Product Reserve, or other 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. Agent shall endeavor to give Borrower concurrent notice of the implementation of any reserve but shall not be liable for the failure to do so and the failure to do so shall not affect the validity of such reserve.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Real Property shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, plus (z) the Availability Reserve, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) the principal amount of Swing Loans outstanding at such time, plus (z) the Availability 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, and Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory ReserveReserves, and Bank Product Reserve, or other Reserve Reserves 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. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and 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. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserves, and Bank Product Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, and Bank Product Reserve, or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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:: 126471205_8 (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Revolver Swing Loans outstanding at such time, and (B) the amount equal to (1) the Revolver Borrowing Base as of such date (based upon the most recent Revolver Borrowing Base Certificate delivered by Borrowers Borrower to Agent) less (2) the sum of (1y) the Letter of Credit Usage at such time, plus (2z) the principal amount of Revolver 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Cash Settlement Reserves, and other Reserves against the Revolver Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Cash Settlement Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) 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. Each Revolving Loan shall be a Dollar Denominated Loan (which shall either be a Base Rate Loan or a LIBOR Rate Loan) or a European Denominated Loan (which shall either be a Euro Denominated Loan or a Sterling Denominated Loan); provided, that, Borrower may not borrow, and Revolving Lenders shall have no obligation to lend, any European Denominated Loans, if the sum of the aggregate outstanding principal amount of all European Denominated Loans exceeds or would exceed the US Dollar Equivalent of $10,000,000. (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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, and so long as no Event of Default is then continuing, during the term of this AgreementOriginal Term, each Revolving Lender Lender, severally and not jointly, agrees (severally, not jointly or jointly and severally) to make in Dollars, Euros or Pounds Sterling, as requested by Borrower its Pro Rata Share of revolving loans and advances (the “Revolving Loans”) requested by Borrower up to Borrowers such Lender’s Revolving Loan Commitment so long as after giving effect to such Revolving Loans, the sum of the aggregate unpaid principal balance of the Revolving Loans and the Letter of Credit Obligations does not exceed a Dollar Equivalent amount of up to the sum of the following sublimits (the “Revolving Loan Limit”): (i) Seventy-five percent (75%) of the face amount (less maximum discounts, credits and allowances which may be taken by or granted to Account Debtors in an connection therewith in the ordinary course of Borrower’s business) of Borrower’s Eligible Accounts; plus (ii) Sixty percent (60%) of the lower of cost or market value of Borrower’s Eligible Inventory; plus (iii) Sixty percent (60%) against the face amount of commercial Letters of Credit issued or guaranteed by Administrative Agent for the purpose of purchasing Eligible Inventory; provided, that such commercial Letters of Credit are in form and substance satisfactory to Administrative Agent; minus (iv) such reserves as Administrative Agent elects, in its reasonable credit judgment, to establish from time to time (including, without limitation, a reserve in the amount of $2,880,000 until such time as Administrative Agent has received a first priority mortgage on the real property of Borrower located in Chicago, Illinois with title insurance and surveys acceptable to Administrative Agent, a reserve in the amount of $3,600,000 with respect to the cash surrender value of life insurance policies to be pledged as Collateral until such policies are collaterally assigned to Administrative Agent on terms and conditions satisfactory to Administrative Agent and, from the date of funding of the Delayed Draw Term Loan, the Collateral Shortfall Reserve); provided, that (x) the sum of the advances with respect to clauses (ii) and (iii) above shall at no time exceed Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000), and (y) the Revolving Loan Limit shall in no event exceed Forty Million and No/100 Dollars ($40,000,000) (the “Maximum Revolving Loan Limit”). Notwithstanding the foregoing, the Maximum Revolving Loan Limit may be increased to up to Fifty Million and No/100 Dollars ($50,000,000); provided, that (w) Borrower provides Administrative Agent with sixty (60) days notice to Administrative Agent of its desire for such increase, (x) no Event of Default has occurred and is continuing, (y) Borrower is in compliance with the financial covenants set forth in Section 14 both before and on a pro forma basis after giving effect to such increase and (z) Administrative Agent is able to arrange for Lenders to provide such increase, for which Administrative Agent shall use commercially reasonable efforts. The aggregate unpaid principal balance of the Revolving Loans (including the Dollar Equivalent of all Loans made in Euros or Pounds Sterling) shall not at any one time outstanding not to exceed the lesser ofof the (i) Revolving Loan Limit minus the Letter of Credit Obligations and (ii) the Maximum Revolving Loan Limit minus the Letter of Credit Obligations. If at any time the outstanding Revolving Loans (including the Dollar Equivalent of all Loans made in Euros or Pounds Sterling) exceeds either the Revolving Loan Limit or the Maximum Revolving Loan Limit, in each case minus the Letter of Credit Obligations, or any portion of the Revolving Loans (including the Dollar Equivalent of all Loans made in Euros or Pounds Sterling) and Letter of Credit Obligations exceeds any applicable sublimit within the Revolving Loan Limit, Borrower shall immediately, and without the necessity of demand by Administrative Agent, pay to Administrative Agent such amount as may be necessary to eliminate such excess and Administrative Agent shall apply such payment to the Revolving Loans in such order as Administrative Agent shall determine in its sole discretion; provided that Administrative Agent may, in its sole discretion, permit such excess (the “Interim Advance”) to remain outstanding and continue to advance Revolving Loans to Borrower on behalf of Lenders without the consent of any Lender for a period of up to sixty (60) calendar days, so long as (i) the amount of the Interim Advances does not exceed at any time One Million and No/100 Dollars ($1,000,000), (ii) the aggregate outstanding principal balance of the Revolving Loans (including the Dollar Equivalent of all Loans made in Euros or Pounds Sterling) does not exceed the Maximum Loan Limit, and (iii) Administrative Agent has not been notified by Requisite Lenders (or, if there are only three (3) Lenders, any two (2) of the Lenders) to cease making such Revolving Loans. If the Interim Advance is not repaid in full within sixty (60) days of the initial occurrence of the Interim Advance, no future advances may be made to Borrower without the consent of all Lenders until the Interim Advance is repaid in full. Neither Administrative Agent nor any Lender shall be responsible for any failure by any other Lender to perform its obligations to make Revolving Loans hereunder, and the failure of any Lender to make its Pro Rata Share of any Revolving Loan hereunder shall not relieve any other Lender of its obligation, if any, to make its Pro Rata Share of any Revolving Loans hereunder. If Borrower makes a request for a Revolving Loan as provided herein, Administrative Agent, at its option and in its sole discretion, shall do either of the following: (i) advance the amount of the proposed Revolving Loan to Borrower disproportionately (a “Disproportionate Advance”) out of Administrative Agent’s own funds on behalf of Lenders, which advance shall be on the same day as Borrower’s request therefor with respect to Prime Rate Loans if Borrower notifies Administrative Agent of such request by 12:00 noon, Chicago time on such day, and request settlement in accordance with Section 18 hereof such that upon such settlement each Lender’s Revolver Commitmentshare of the outstanding Revolving Loans (including, without limitation, the amount of any Disproportionate Advance) equals its Pro Rata Share; or (ii) Notify each Lender by telecopy or other similar form of teletransmission of the proposed advance on the same day Administrative Agent is notified or deemed notified by Borrower of Borrower’s request for an advance pursuant to this Section 2(a). Each Lender shall remit, to the demand deposit account designated by Borrower (i) with respect to Prime Rate Loans, at or prior to 3:00 P.M., Chicago time, on the date of notification, if such notification is made before 12:00 noon, Chicago time, or 10:00 A.M., Chicago time, on the business day immediately succeeding the date of such notification, if such notification is made after 12:00 noon, Chicago time, and (ii) with respect to LIBOR Rate Loans, at or prior to 12:00 noon., Chicago time, on the date such LIBOR Rate Loans are to be advanced, immediately available funds in an amount equal to such Lender’s Pro Rata Share of an amount equal such proposed advance. If and to the lesser of: extent that a Lender does not settle with Administrative Agent as required under this Agreement (Aa “Defaulting Lender”) the Borrower and Defaulting Lender severally agree to repay to Administrative Agent forthwith on demand such amount equal required to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at be paid by such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal Defaulting Lender to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Administrative Agent) 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 Revolving Loans, together with interest accrued and unpaid thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent (x) in the case of a Defaulting Lender at the Federal Funds Rate and (y) in the case of Borrower, at the interest rate applicable at such time for such Loans; provided, that Borrower’s obligation to repay such advance to Administrative Agent shall not relieve such Lender of its liability to Administrative Agent for failure to settle as provided in this Agreement. Borrower hereby authorizes Administrative Agent, in its sole discretion, to charge any of Borrower’s accounts or advance Revolving Loans to make any payments of principal, interest, fees, costs or expenses required to be made under this Agreement or the Other Agreements; provided, that at least ten (10) Business Days prior to charging such accounts or advancing Revolving Loans for the payment of anything other than principal, interest and scheduled fees, Administrative Agent shall provided a statement to Borrower detailing such charges. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: Borrower shall give Administrative Agent same day notice, no later than 12:00 noon (Chicago time) for such day, of its request for a Revolving Loan as a Prime Rate Loan, and at least three (3) Business Days prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in which notice Borrower shall specify the amount of the proposed borrowing and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists an Event of Default or an event which, with the passage of time or giving of notice, will become an Event of Default. In the event that Borrower maintains a controlled disbursement account at Administrative Agent, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute Obligations a request for a Revolving Loan as a Prime Rate Loan. As an accommodation to Borrower, Administrative Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Administrative Agent by Borrower. Unless Borrower specifically directs Administrative Agent in writing not to accept or act upon telephonic or electronic communications from Borrower, Administrative Agent shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Administrative Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Administrative Agent by Borrower and Administrative Agent shall have no duty to verify the origin of any such communication or the authority of the Person sending it, other than to verify that the Person purporting to make such request is a Person or officer identified by Borrower to Administrative Agent as having the authority to make such request. Borrower hereby irrevocably authorizes Administrative Agent to disburse the proceeds of each Revolving Loan requested by Borrower, or deemed to be requested by Borrower, as follows: the proceeds of each Revolving Loan requested under Section 2(a) shall be due and payable on disbursed by Administrative Agent in lawful money of the Maturity Date orUnited States of America in immediately available funds, if earlierin the case of the initial borrowing, on the date on which they are declared due and payable pursuant to in accordance with the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstandingwritten disbursement letter from Borrower, Agent shall have the right (but not the obligation), and in the exercise case of its Permitted Discretioneach subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to establish such bank account as may be agreed upon by Borrower and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product ReserveAdministrative Agent from time to time, or other Reserve established by Agent shall have elsewhere if pursuant to 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 maintainedwritten direction from Borrower.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not equal to exceed the lesser sum of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser least of: (A) sixty-five percent (65%) of the amount equal to (1) Value of the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andEligible Inventory; (B) thirty-five percent (35%) of the amount equal to Retail Sales Price of the Eligible Inventory;or (1C) eighty-five percent (85%) of the Appraised Inventory Value of Eligible Inventory; minus (ii) the Borrowing Base as then undrawn amounts of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the outstanding Letter of Credit Usage at such time, plus Accommodations; multiplied by the applicable percentages as provided for in Section 2.2(c)(i)(A) hereof; minus (2iii) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed Lender may, in its discretion, from time to time, upon not less than five (5) days prior notice to Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the extent that Lender determines in good faith that: (A) the mix of such Inventory for any period has changed in any materially adverse respect or (B) the Appraised Inventory Value of the Eligible Inventory, or any category thereof, has decreased in any material respect; provided, however, in the event that Lender reduces such lending formula(s) based on a material decrease in the Appraised Inventory Value, pursuant to clause (B) of this Section 2.1 may be repaid and2.1(b), subject Lender shall not further reduce such lending formula(s) pursuant to the terms and conditions clause (A) of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable Section 2.1(b) based on the Maturity Date orsame event, if earliercondition, on contingency or risk that caused such material decrease in the date on Appraised Inventory Value. In determining whether to reduce the lending formula(s), Lender may consider events, conditions, contingencies or risks which they are declared due and payable pursuant to the terms of this Agreementalso considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary aggregate amount of the Loans, the Letter of Credit Accommodations and other Obligations outstanding at any time shall not exceed the Maximum Credit. In the event that the outstanding amount of any component of the Loans and Letter of Credit Accommodations or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations and other Obligations exceeds the amounts available under the lending formulas set forth in this Section 2.1 notwithstanding(a) hereof, Agent shall have the right (but not the obligationsublimits for Letter of Credit Accommodations set forth in Section 2.2(d), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver AmountCredit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount of any such excess(es) for which payment is demanded. (d) To the extent Lender may revise the lending formula set forth in Section 2.1 (a) hereof or establish new criteria or revise existing criteria for Eligible Inventory so as to address any circumstance, condition, event or contingency in a manner satisfactory to Lender, Lender shall not establish an Availability Reserve for the same purpose. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Availability Reserve established by Agent Lender shall have a reasonable relationship to the event, condition, condition or other circumstance, or fact that matter which is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintainedas reasonably determined by Lender.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not equal to exceed the lesser of the Maximum Credit and the sum of: (i) such Sixty-Five percent (65%) of the Value of Eligible Inventory; provided, that following the occurrence and during the continuance of a Trigger Event the advance rate set forth herein may, in Lender’s Revolver Commitment's discretion, orbe limited to eighty-five percent (85%) of the net orderly liquidation value of Eligible Inventory as determined by an appraisal conducted by an appraiser satisfactory to Lender; less (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than five (5) days prior notice to Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms extent that Lender reasonably and conditions in good faith determines that: (i) the number of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has changed in any material respect or (ii) the liquidation value of the Eligible Inventory, together with interest accrued or any category thereof, has materially decreased, or (iii) the nature and unpaid thereonquality of the Eligible Inventory has materially deteriorated. In determining whether to reduce the lending formula(s), shall constitute Obligations and shall be due and payable on the Maturity Date orLender may consider (but without duplication) events, if earlierconditions, on the date on contingencies or risks which they are declared due and payable pursuant to the terms of this Agreementalso considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary aggregate amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit. In the event that the outstanding amount of any component of the Loans, or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base 2.2(d) or the Maximum Revolver Amount. The Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (ai) Subject The principal amount of all Revolving Loans shall be due and payable in full on April 8, 2008 (the “Revolver Initial Maturity Date”) unless accelerated sooner pursuant to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, orset forth herein. (ii) such Lender’s Pro Rata Share Notwithstanding the provisions of an amount equal subclause (i) above, the maturity date of the Revolving Loans may be extended to April 8, 2009 (the lesser of“Revolver Extended Maturity Date”) if the following conditions are satisfied by the date specified: (A) Borrower has requested the extension by written notice to Administrative Agent not more than one hundred twenty (120) days, and not less than sixty (60) days, prior to the Revolver Initial Maturity Date; (B) all of the conditions precedent set forth in Sections 5.01 and 5.02 hereof have been complied with or otherwise satisfied as of the Revolver Initial Maturity Date and the Loan Parties remain in compliance with such provisions and such conditions remain satisfied as of the Revolver Initial Maturity Date; (C) the Borrower has, on or before the Revolver Initial Maturity Date, paid to the Administrative Agent, for the benefit of the Lenders based on their respective Applicable Percentages of the Aggregate Revolving Commitments which will be in effect immediately following the Revolver Initial Maturity Date, an extension fee in an amount equal to (1) the Maximum Revolver Amount less 25 basis points, multiplied by (2) the sum of Aggregate Revolving Commitments which will be in effect immediately following the Revolver Initial Maturity Date; (yD) the Letter Administrative Agent has delivered to the Borrower its written approval of Credit Usage at the extension referenced in this Section 2.07(a)(ii); provided, that such time, plus (z) approval shall be conditioned only upon Administrative Agent’s reasonable determination that the principal amount Loan Parties have satisfied each of Swing Loans outstanding at such time, andthe conditions to extension set forth in this Section 2.07(a)(ii); (BE) whether or not the amount equal to extension becomes effective, Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the proposed extension (1) pre- and post-closing), including, without limitation, reasonable legal fees and other out-of-pocket expenses incurred by the Borrowing Base as of Administrative Agent; all such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 costs and expenses incurred up to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and Revolver Initial Maturity Date shall be due and payable on prior to Administrative Agent’s execution of its approval of the Maturity Date extension referenced in Section 2.07(a)(ii)(E) or, if earlierthe proposed extension does not become effective, on then upon demand by the date on which they are declared due Administrative Agent), and, after any applicable grace period, any future failure to pay such amounts shall constitute an Event of Default under the Loan Documents; and (F) at the time of the request, and payable pursuant to at the terms time of this Agreementthe extension, there shall not exist any Default or Event of Default under any Loan Document. (ciii) Anything As used herein, the term “Revolver Maturity Date” means the latest to occur of (A) the Revolver Initial Maturity Date and (B) to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship extent all conditions precedent to the eventextension of the Revolving Loans as set forth in Section 2.07(a)(ii) have been satisfied, conditionthe Revolver Extended Maturity Date. For purposes of clarification, other circumstancenotwithstanding the possibility that the conditions precedent set forth in Section 2.07(a)(ii) may be satisfied as of a later date, or fact that is the basis for “Revolver Maturity Date” on any date prior to such reserve and satisfaction shall not be duplicative of any other reserve established and currently maintaineddeemed to be the Revolver Initial Maturity Date.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base Credit Amount as of such date (based upon the most recent Borrowing Base Credit Amount Certificate delivered by Borrowers Borrower to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, ) to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves from time to time against the Borrowing Base or the Maximum Revolver Amount or the Credit Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of at such date time less (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent2) less 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver AmountReserves. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to maintain, establish, or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers, and (d) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in its sole discretion, to establish a Port Reserve in an amount equal to the value (calculated at the lower of cost or market on a first in, first out basis; provided, however, that with respect to (x) ethanol, (y) Ethanol Byproduct, and (z) corn purchased by Borrowers to be duplicative used to prepare first quality finished goods held for sale in the ordinary course of any other reserve established Borrowers’ business, market shall be based on the price of corn, ethanol or Ethanol Byproduct, as applicable, as listed by the Chicago Board of Trade at the close of business on the date prior to the date of delivery of each Borrowing Base Certificate pursuant to Schedule 5.2, adjusted by the local basis) of the Inventory located at the Indiana Port Leased Premises, to be adjusted on a weekly basis; provided, however, that upon Agent’s receipt of either (i) (A) Port of Indiana Lien Release, (B) Port of Indiana Estoppel Letter, (C) Port of Indiana Access Agreement, (D) an amendment to the financing statement filed by the Indiana Port Lessor in the office of the Secretary of State of Indiana, amending the collateral description contained therein to remove the term “inventory” therefrom, and currently maintained(E) an amendment to the financing statement filed by the Indiana Port Lessor in the appropriate office of Xxxxx County, Indiana, amending the collateral description contained therein to remove the term “inventory” therefrom, , in each case, in form and substance satisfactory to Agent, in Agent’s sole discretion, the amount of the Port Reserve shall be reduced to $0 (the date of such reduction, the “Port Lien Release Date”); or (ii) (A) Port of Indiana Subordination Agreement, (B) Amendment to Indiana Port Lease Agreement, (C) Port of Indiana Estoppel Letter, and (D) Port of Indiana Access Agreement, in each case, in form and substance satisfactory to Agent, in Agent’s sole discretion, the amount of the Port Reserve shall be reduced to $0.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Xxxxxx's Revolver Commitment, or (ii) such Lender’s Xxxxxx's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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.. LEGAL_US_W # 82509300.31 (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 and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible US Billed Accounts, Eligible US Unbilled Accounts, Eligible US Investment Grade Accounts, Eligible Canadian Billed Accounts, Eligible Canadian Unbilled Accounts, Eligible Canadian Investment Grade Accounts, Eligible Inventory, Eligible Spare Parts Inventory and Eligible Chemicals Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve or change in eligibility criteria and shall not be duplicative of any other reserve Reserve established and currently maintainedmaintained or eligibility criteria. Upon the establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or and/or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent), as adjusted for Reserves established by Agent in accordance with Section 2.1(c), less (2) less 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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. Upon establishment or increase in reserves, Agent agrees to promptly notify Borrowers and make itself available to discuss the reserve or increase, and Borrowers 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. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans in Dollars (“Revolving Loans”) to the Borrowers in an amount at any one time outstanding not to exceed exceed, at such time, the lesser of: (i) such LenderXxxxxx’s Revolver Commitment, orand (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 Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(d)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) the principal amount of Swing Loans outstanding at such time. (b) Amounts [Reserved]. (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 Revolving Loans, 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. (cd) 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 and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least three Business Days prior to the date on which any such Reserve is to be established or increased or any change is made to the eligibility criteria set forth in the definitions of Eligible Billed Accounts, Eligible Unbilled Accounts, Eligible Progress Billings, and Eligible Inventory; provided further, that (i) no such prior notice shall be required for changes to any Reserves or Availability resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (ii) no such prior notice shall be required during the continuance of any Event of Default; (iii) 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; and (iv) no Loans shall be made or Letters of Credit issued during such three Business Day period unless no Overadvance is then in existence (after giving effect to the establishment of such Reserve or the change to such eligibility criteria). The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Billed Accounts, Eligible Unbilled Accounts, Eligible Progress Billings and Eligible Inventory, shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve or change in eligibility and shall not be duplicative of any other reserve Reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify the Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify the Administrative Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Inventory, Eligible In-Transit Inventory, and Eligible R-22 Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage (other than Pledged Cash L/C Usage) at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage (other than Pledged Cash L/C Usage) at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver AmountBase. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Unbilled Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, plus (z) the amount of reserves established by Agent under Section 2.1(c), and (B) the amount equal to (1) the Borrowing Base then in effect as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) the principal amount of Swing Loans outstanding at such timetime (the lesser of clauses (A) and (B), the “Maximum Available Amount”). (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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, FSA Reserves, Food Products Payable Reserves, Landlord Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable ReserveReserves, Inventory ReserveReserves, Bank Product ReserveReserves, FSA Reserves, Food Products Payable Reserves, Landlord Reserves, or other 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. (d) Anything to the contrary in this Section 2.1 notwithstanding, Borrowing Base shall be automatically recalculated on and as of each (i) November 15, using the advance rates reflected in the Off-Season Borrowing Base and such advance rates shall be used until the end of the Off-Season on the following July 14 and (ii) July 15, using the advance rates reflected in the Peak-Season Borrowing Base and such advance rates shall be used until the end of the Peak-Season on November 14, in each case, whether or not a Borrowing Base Certificate has been delivered on November 15 and/or July 15 and the Maximum Available Amount shall be determined based upon such calculation. For the avoidance of doubt, the Peak-Season Borrowing Base for each month commencing on the 15th day of such month shall be based off of the Borrowing Base Certificate, dated (or required to be delivered) as of the last day of the last month occurring.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not equal to exceed the lesser of the Revolving Loan Limit or the sum of: (i) such Lender’s Revolver Commitmentseventy (70%) percent of the Net Amount of Eligible Accounts, orless (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its good faith discretion, from time to this Section 2.1 time, upon not less than five (5) days prior notice to Borrower, (i) reduce the lending formula with respect to Eligible Accounts to the extent that Lender determines in good faith that: (A) Dilution with respect to Borrower's Accounts has increased in any material respect or may be repaid andreasonably anticipated to increase in any material respect above historical levels, subject or (B) the general creditworthiness of account debtors has declined materially. In determining whether to reduce the lending formula, Lender may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts or in establishing Availability Reserves. In addition to and without limiting the generality of the foregoing, to the terms and conditions extent that Dilution with respect to Borrower's Accounts exceeds 10%, the foregoing advance rate will be reduced in increments of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, 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 Agreement5%. (c) Anything to Except in Lender's discretion, the contrary aggregate amount of the Loans outstanding at any time shall not exceed the Maximum Credit. In the event that the outstanding amount of any component of the Loans, or the aggregate amount of the outstanding Loans exceed the amounts available under the lending formulas, the sublimits for Equipment Loans set forth in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base 2.2(d) or the Maximum Revolver Amount. The Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Administrative Agent) less (2) the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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 2.1(c) notwithstanding, the Administrative Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided that the Administrative Agent shall endeavor to notify the Borrower at the time that such Reserve is established or increased, but the failure of the Administrative Agent to so notify the Borrower shall not be a breach of this Agreement and shall not cause such establishment or increase of such Reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by the Administrative 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. Upon establishment or increase in reserves, the Administrative Agent agrees to make itself available to discuss the reserve or increase, and 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 the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of the Administrative Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless the Administrative Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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, except that any principal amount of a Real Property Sublimit Loan that is repaid or prepaid may not be reborrowed. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and, subject to the terms and conditions of this Agreement, 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 principal of each Real Property Sublimit Loan shall be repaid in equal monthly installments, each in an amount equal to 1/150th (0.666666667%) of the original principal amount of such Real Property Sublimit Loan, on the first day of each month, beginning on the first day of the month following the month in which such Real Property Sublimit Loan was made. Each such repayment of the Real Property Sublimit Loans pursuant to this Agreement shall permanently reduce the Maximum Real Property Sublimit Amount by an amount equal to the amount of such repayment, until the Maximum Real Property Sublimit Amount is reduced to zero, but no such repayment shall reduce the Maximum Revolver Amount. (c) Anything to the contrary in this Section 2.1 notwithstanding, but subject to the other terms of this Section 2.1(c), Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Real Property Reserves, and other Reserves against the Borrowing Base, any Borrowing Base (Individual), the Maximum Other Tank Sublimit Amount, the Maximum Real Property Sublimit Amount, and/or the Maximum Revolver Amount; provided, that except at the instruction of the Required Lenders, Agent (A) shall establish Bank Product Reserves in respect of all Bank Products then provided or outstanding other than Cash Management Services (based upon the Bank Product Providers’ determination of the liabilities and obligations of each Borrower and its Subsidiaries in respect of the applicable Bank Product Obligations), and (B) shall have the obligation to impose such Bank Product Reserves, if any, against the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Real Property Reserve, or other 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. (d) Anything to the contrary in this Section 2.1 notwithstanding (including, without limitation, in Section 2.1(a)(ii)(B)), after the occurrence and during the continuance of a Partition Event, the maximum amount of Revolving Loans to each Borrower at any time shall not exceed an amount equal to the result of (i) the Borrowing Base (Individual) of such Borrower at such time (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent), less (ii) the sum of (A) the Letter of Credit Usage of such Borrower at such time, plus (B) the principal amount of Swing Loans attributable to such Borrower outstanding at such time.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Canadian Priority Payables Reserves (solely to the extent affecting Collateral located or deemed located in Canada (or in any province or territory thereof)) and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Canadian Priority Payables Reserves or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount which in the aggregate at any one time outstanding shall 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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. Each Revolving Loan shall be a Dollar Denominated Loan (which shall either be a Base Rate Loan or a LIBOR Rate Loan) or a European Denominated Loan (which shall either be a Euro Denominated Loan or a Sterling Denominated Loan); provided, that, Borrower may not borrow, and Revolving Lenders shall have no obligation to lend, any European Denominated Loans, if the sum of the aggregate outstanding principal amount of all European Denominated Loans plus the Letter of Credit Usage with respect to all European Denominated Letters of Credit exceeds or would exceed the US Dollar Equivalent of $13,000,000. (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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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. Upon establishment or increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderLxxxxx’s Revolver 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 Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve or change in eligibility and shall not be duplicative of any other reserve Reserve established and currently maintainedmaintained or eligibility criteria.

Revolving Loans. $[__,__,__] Eurodollar Rate Loans to be continued with Interest Period of _____ month(s) $[__,__,__] Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of ______ month(s) $[__,__,__] Eurodollar Rate Loans to be converted to Base Rate Loans Company hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default. Date: [MM/DD/YY] XXXXXXX COMPANY EXHIBIT A-2-1 EXHIBITS TO CREDIT AND GUARANTY AGREEMENT EXECUTION 443102-New York Server 5A By:_______________________ Name:_____________________ Title:____________________ EXHIBIT A-2-2 EXHIBITS TO CREDIT AND GUARANTY AGREEMENT EXECUTION 443102-New York Server 5A EXHIBIT A-3 TO CREDIT AND GUARANTY AGREEMENT ISSUANCE NOTICE Reference is made to the Credit and Guaranty Agreement, dated as of December 19, 2003 (aas it may be amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among THL-SC BEDDING COMPANY ("HOLDINGS"), XXXXXXX COMPANY (as successor to THL Bedding Company) Subject ("COMPANY"), certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent. Pursuant to Section 2.3 of the Credit Agreement, Company desires a Letter of Credit to be issued in accordance with the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees Credit Agreement on [MM/DD/YY] (severally, not jointly or jointly and severallythe "CREDIT EXTENSION DATE") to make revolving loans (“Revolving Loans”) to Borrowers in an aggregate face amount at any one time outstanding not to exceed the lesser of: (i) of $[__,__,___]. Attached hereto for each such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) are the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.following:

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver 's Commitment, orand (ii) such Lender’s 's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) less the sum of (12) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, from time to time to establish and increase revise in good faith Reserves that reduce the amount of Loans and Letters of Credit that would otherwise be available to Borrower under the lending formula(s) provided for herein: (a) to reflect events, conditions, contingencies or decrease Receivable Reservesrisks which, Inventory Reservesas reasonably determined by Agent in good faith, adversely affect, or would have a reasonable likelihood of adversely affecting, either (i) the Collateral or (ii) the Liens and other rights of Agent or any Lender in the Collateral (including the enforceability, perfection and priority thereof), (b) to reflect Agent's good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any other Loan Party to Agent is or may have been incomplete, inaccurate or misleading in any material respect; provided, that unless an Event of Default is then in existence, Agent shall not institute a Reserve under this clause (b) without first providing Borrower with at least 10 days' prior notice thereof and an opportunity to discuss the same with Agent, (c) to reflect outstanding Letters of Credit or (d) in respect of any state of facts which Agent reasonably determines in good faith constitutes a Default or an Event of Default. Without limiting the generality of the foregoing, Reserves may be established to reflect (without duplication) (i) that dilution with respect to the Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of Borrower for such period) as calculated by Agent for any period is or is reasonably anticipated to be greater than five percent (5%), (ii) obligations, liabilities or indebtedness (contingent or otherwise) of Borrower or any other Loan Party to Agent, any Affiliate of Agent, any Lender or any Affiliate of any Lender arising under or in connection with any Bank Product ReservesObligations of Borrower with such Person or as such Person may otherwise require in connection therewith to the extent that such obligations, liabilities or indebtedness constitute Obligations as such terms are defined herein or otherwise receive the benefit of the security interest of Agent in any Collateral, (iii) amounts due or to become due in respect of sales, use and/or withholding taxes, (iv) the full amount of any personal property taxes due or to become due relating to any property location in any jurisdiction in the United States, (v) that the liquidation value of the Eligible Equipment, or any category thereof, has decreased including any decrease attributable to a change in the nature, condition or mix thereof, and (vi) rental payments equal to three (3) month rentals, service charges or other Reserves against amounts due to lessors of real or personal property (other than those Persons who have executed and delivered Collateral Access Agreements) or others in possession or control of Collateral to the extent Equipment, Equipment For Lease, Records or other Collateral are located in or on property or in their possession or control or such Records are needed to monitor or otherwise deal with Collateral; provided, that unless an Event of Default is then in existence, Agent shall not institute a Reserve under clause (v) above in an amount of $3,000,000 or more without providing Borrower with at least 10 days' prior notice thereof and an opportunity to discuss the same with Agent. To the extent Agent may revise the lending formulas used to determine the Borrowing Base or establish new criteria or revise existing criteria for Eligible Accounts or Eligible Equipment so as to address any circumstances, condition, event or contingency in a manner satisfactory to Agent, Agent shall not establish a Reserve for the Maximum Revolver Amountsame purpose. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, condition or other circumstance, or fact that matter which is the basis for such reserve and Reserve as determined by Agent in good faith. Upon establishing any Reserves, Agent shall not be duplicative give the Borrower simultaneous notice thereof; provided, however, to the extent the implementation of a Reserve (i) results in any other reserve established and currently maintainedExtraordinary Advances to the Borrower or (ii) causes a mandatory repayment under Section 2.4(e)(i), Agent shall give the Borrower five (5) days prior notice thereof.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Xxxxxx's Revolver Commitment, or (ii) such Lender’s Xxxxxx's Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible US Billed Accounts, Eligible US Unbilled Accounts, Eligible US Investment Grade Accounts, Eligible Canadian Billed Accounts, Eligible Canadian Unbilled Accounts, Eligible Canadian Investment Grade Accounts, Eligible Inventory, Eligible Spare Parts Inventory and Eligible Chemicals Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve Reserve or change in eligibility criteria and shall not be duplicative of any other reserve Reserve established and currently maintainedmaintained or eligibility criteria. Upon the establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“fund the Revolving Loans”) Loans to Borrowers from time to time in an amounts requested by Borrowers up to the amount at any one time outstanding not to exceed the lesser ofequal to: (i) such Lender’s Revolver CommitmentSeventy-five (75%) percent of the Net Amount of Eligible Credit Card Receivables, orPLUS (ii) such Lender’s Pro Rata Share Seventy-five (75%) percent of an amount equal to the Net Amount of Eligible Installment Accounts, PLUS (iii) the lesser of: of (A) seventy (70%) percent of the amount equal to (1) the Maximum Revolver Amount less (2) the sum Value of (y) the Letter Eligible Inventory consisting of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and finished goods or (B) ninety (90%) percent of the amount equal median net recovery Value of Eligible Inventory, as determined from time to time using a methodology and assumptions similar to the methodology and assumptions set forth in the then current Inventory Appraisal delivered to Lender pursuant to the terms hereof, PLUS (1iv) the Borrowing Base Real Estate Availability, LESS (v) any Availability Reserves. (b) Agent, for the benefit of Lender, may, in its discretion, from time to time, upon not less than five (5) days prior notice to Borrowers, reduce the lending formula:(i) with respect to Eligible Credit Card Receivables and Net Amount of Eligible Installment Accounts, as the case may be, to the extent that Agent, for the benefit of such date Lender, determines in good faith that:(A) the dilution with respect to the Net Amount of Eligible Credit Card Receivables and Eligible Installment Accounts, as the case may be, for any period (based upon on the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum ratio of (1) the Letter aggregate amount of reductions in the Net Amount of Credit Usage at such timeCard Receivables and Net Amount of Eligible Installment Accounts, plus as the case may be, other than as a result of payments in cash to (22)the aggregate amount of total product sales) has increased or may be anticipated to increase above historical levels, or (B) the principal amount general creditworthiness of Swing Loans outstanding at such time. account debtors has declined; and (bii) Amounts borrowed pursuant reduce the lending formula(s) with respect to Eligible Inventory to the extent that Agent, for the benefit of Lender, determines in good faith that: (A) the number of days of the turnover of the Inventory for any period has changed in any material respect or (B) the liquidation value of the Eligible Inventory, or any category thereof, has decreased, or (C) the nature and quality of the Inventory has deteriorated. In determining whether to reduce the lending formula(s), Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Credit Card Receivables, Eligible Installment Accounts, Eligible Inventory or in establishing Availability Reserves. To the extent Lender shall have established an Availability Reserve which is sufficient to address any event, condition or matter in a manner satisfactory to Lender in good faith, Lender shall not exercise its rights under this Section 2.1 may be repaid and2.1(b) to reduce the lending formulas to address such event, 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase condition or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amountmatter. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established reduction in the lending formula by Agent Lender pursuant to this Section 2.1(b) shall have a reasonable relationship to the event, condition, other circumstance, or fact that matter which is the basis for such reserve a reduction. (c) Except in Agent's discretion, the aggregate amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time shall not be duplicative exceed the Maximum Credit. In the event that the outstanding amount of any other reserve established component of the Revolving Loans, or the aggregate amount of the outstanding Revolving Loans and currently maintainedLetter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Agent, for the benefit of Lender, in that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the benefit of Lender, the entire amount of any such excess(es) for which payment is demanded.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreement, and during the term of this Agreementset forth herein, each Lender with a Revolving Lender Loan Commitment severally agrees (severallyto make, not jointly at any time and from time to time on or jointly after the Amendment No. 1 Effective Date and severally) prior to make the 2018 Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “2018 Revolving Loan” and, collectively, the “2018 Revolving Loans”) to Borrowers the Borrower, which 2018 Revolving Loans (i) may be made in Dollars or an amount Alternate Currency, (ii) subject to Section 2.11(a) and except as provided herein, shall, at the option of the Borrower, be incurred and maintained as Base Rate Loans, LIBOR Loans or, in the case of Alternate Currency Loans, other Fixed Rate Loans, or (except in the case of Alternate Currency Loans) converted into Base Rate Loans or LIBOR Loans; provided that (A) except as otherwise specifically provided in Section 2.11(b), all 2018 Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any such Lender at any one time outstanding not that aggregate principal amount which, when added to exceed the lesser of: product of (ix) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of RL Percentage and (y) the aggregate amount of all Letter of Credit Usage 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, plus (z) equals the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as 2018 Revolving Loan Commitment of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding Lender 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Inventory, and Eligible In-Transit Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject Each Borrower agrees to repay the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 balance of the its Revolving Loans, together with plus all accrued but unpaid 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 Termination Date. Each Borrower may prepay its Revolving Loans at any time, and payable pursuant reborrow subject to the terms of this Agreement; provided, however, that with respect to any LIBOR Loans prepaid by such Borrower prior to the expiration date of the Interest Period applicable thereto, such Borrower agrees to pay to the Lenders the amounts described in Section 5.4. (cb) Anything In addition, and without limiting the foregoing, each Borrower agrees to pay immediately without notice or demand by the Agent, for the account of the Lenders, the amount which on any date is equal to the contrary positive difference of (i) the sum of (A) the unpaid balance of Loans outstanding on such date to such Borrower, (B) the aggregate amount of Pending Revolving Loans on request on such date by such Borrower, (C) the aggregate undrawn amount of all Letters of Credit outstanding on such date issued on behalf of such Borrower, (D) the aggregate amount of all reimbursement obligations unpaid on such date in this Section 2.1 notwithstandingrespect of the Letters of Credit issued on behalf of such Borrower, (E) all Environmental Compliance Reserves maintained on such date with respect to such Borrower, (F) all Landlord's Lien Waiver Reserves maintained on such date with respect to such Borrower, and (G) all other reserves which the Agent shall have the right (but not the obligation), in the exercise of its Permitted DiscretionDiscretion is maintaining on such date with respect to such Borrower's account, including reserves for any amounts which the Agent or any Lender may be obligated to establish and increase or decrease Receivable Reserves, pay in the future for the account of such Borrower minus (ii) the sum of (A) eighty-five percent (85%) of the Net Amount of Eligible Accounts on such date of such Borrower plus (B) fifty-eight percent (58%) of the value of Eligible Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount on such date of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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 maintainedBorrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, on and after the First Funding Date and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s the Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) Lender), as adjusted for Reserves established by Lender in accordance with Section 2.1(c), less the sum of (12) 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 Revolving Loans, 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 Lender shall have the right (but not the obligation)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver AmountBase. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreement, and during the term of this Agreementcontained herein, each Revolving Lender of the Lenders severally (and not jointly) agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) fund its Pro Rata Share of Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the aggregate amount at any one time outstanding not to exceed the lesser ofequal to: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to lesser of (1) sixty-five (65%) percent multiplied by the Maximum Revolver Amount less Value of the Eligible Inventory and (2) eighty-six (86%) percent of the sum product of (y) the Letter Value of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and Eligible Inventory multiplied by the Net Recovery Cost Percentage; and (B) the amount equal to Maximum Credit minus (1ii) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Agent may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than five (5) days prior notice to Borrower, reduce the lending formula with respect to Eligible Inventory to the terms and conditions extent that Agent for the ratable benefit of this AgreementLenders, reborrowed at any time during determines, in good faith, that: (i) the term number of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has materially increased or (ii) the nature, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on quality or mix of the Maturity Date or, if earlier, on Inventory has deteriorated or (iii) there is a decrease in the Net Recovery Cost Percentage after the date on hereof. In determining whether to reduce the lending formula(s), Agent may consider events, conditions, contingencies or risks which they are declared due and payable pursuant to the terms of this Agreementalso considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything The aggregate principal amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit. In the event that the outstanding amount of the Loans, or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Agent, for the ratable benefit of Lenders, in that circumstance or on any future occasions and Borrower shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the contrary ratable benefit of Lenders, the entire amount of any such excess(es) for which payment is demanded. To the extent Agent shall have established an Availability Reserve which is sufficient to address any event, condition or matter in this Section 2.1 notwithstandinga manner satisfactory to Agent in good faith, Agent shall have not exercise its rights under Section 2.1(b) to reduce the right (but not the obligation)lending formulas to address such event, in the exercise of its Permitted Discretion, to establish and increase condition or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amountmatter. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established reduction in the lending formula by Agent pursuant to Section 2.1(b) or the establishment of any Availability Reserve shall have a reasonable relationship to the event, condition, other circumstance, or fact that matter which is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineda reduction or such Availability Reserve, as the case may be.

Revolving Loans. (a) Subject to On the terms and subject to the conditions of contained in this Agreement, and during the term of this Agreement, Bank agrees to make loans (each Revolving Lender agrees (severally, not jointly or jointly and severallya "Loan") to make revolving loans (“Revolving Loans”) Borrower from time to Borrowers time until the Maturity Date in an aggregate amount at any one time outstanding not to exceed at any time outstanding (i) $70,000,000 during the lesser ofperiod of August 1, 1997, through December 15, 1997, and (ii) $50,000,000 at all other times from the date of this Agreement through the Maturity Date. Borrower may, from time to time, borrow, partially or wholly repay the outstanding Loans, and reborrow, subject to all the limitations, terms and conditions contained herein. (b) If at any time the Available Credit is negative, Borrower, without demand or notice, shall immediately repay that portion of the Loans necessary to cause the Available Credit to be no less than zero. Borrower shall repay the outstanding principal balance of the Loans, together with all accrued and unpaid interest and related fees, on the earlier of the Maturity Date or the due date determined pursuant to Section 7.2. (c) The Loans shall be evidenced by a Note payable to the order of Bank. (d) Borrower, through one of the Authorized Representatives, shall request each advance under Section 2.1(a) by giving Bank irrevocable written notice or telephonic notice (confirmed promptly in writing), in the form of Exhibit B attached hereto (each, a "Notice of Borrowing"), which specifies, among other things: (i) such Lender’s Revolver Commitment, orthe principal amount of the requested advance; (ii) such Lender’s Pro Rata Share the proposed date of an amount equal to the lesser of:borrowing, which shall be a Business Day; (Aiii) the amount equal whether such advance is to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such timebe a Base Rate Loan , plus (z) the principal amount of Swing Loans outstanding at such time, a LIBOR Loan or a CD Loan; and (Biv) if such advance is to be a LIBOR Loan or CD Loan, the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 length of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall Fixed Rate Term applicable thereto. Each such Notice of Borrowing must be due and payable on the Maturity Date or, if earlier, received by Bank not later than (i) 10:00 a.m. (San Francisco time) on the date on which they are declared due and payable of borrowing if a Base Rate Loan, or (ii) at least three Business Days prior to the date of borrowing if a LIBOR Loan or a CD Loan. In addition to advances requested by Borrower, advances of Loans may be made automatically pursuant to the terms of this Agreementcertain cash management arrangements made by Borrower with Bank and each such advance shall be a Base Rate Loan. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Credit, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date date, less (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (12) 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 Revolving Loans, 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. Borrowers hereby jointly and severally promise to repay all amounts due hereunder with respect to the Revolving Loans. (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 and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver AmountCredit. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. To the extent that an event, condition or matter as to any Eligible Accounts is addressed pursuant to the treatment thereof within the applicable definition of such term, Agent shall not also establish a Reserve to address the same event, condition or matter.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers from time to time in an amounts requested by Borrowers up to the amount at any one time outstanding not equal to exceed the lesser sum of: (i) eighty-five percent (85%) of the aggregate Net Amount of Eligible Billed Accounts of all Borrowers, PLUS (ii) sixty-five percent (65%) of the aggregate Net Amount of Eligible Unbilled Accounts of all Borrowers, PLUS (iii) one-hundred percent (100%) of the then aggregate amount available to be drawn by Lender under the Sponsor Letters of Credit; MINUS (iv) the then aggregate undrawn amounts of outstanding Letter of Credit Accommodations as provided for in Section 2.2(c) hereof; MINUS (v) any Availability Reserves. (b) Except in Lender's discretion: (i) the aggregate amount of the Loans, the Letter of Credit Accommodations and other Obligations outstanding at any time shall not exceed the least of (A) the Maximum Credit, or (B) the aggregate amount available under the lending formulas set forth in Section 2.1(a) hereof or (C) if (1) as of the last day of any calendar week, the average daily Total Daily Excess Availability for the week then ended is Five Million Dollars ($5,000,000) or less or (2) as of the last day of any calendar week, average daily Total Daily Excess Availability for the week then ended is more than Five Million Dollars ($5,000,000) but is Ten Million Dollars ($10,000,000) or less and as of the last day of the immediately following calendar week, average daily Total Daily Excess Availability for the week then ended remains Ten Million Dollars ($10,000,000) or less, the aggregate amount collected in the Payment Account as payments from account debtors on the Accounts or the accounts receivable of any Subsidiary of GLC during the trailing five (5) week period ended on the last day of such Lender’s Revolver Commitmentcalendar week, PLUS the aggregate amount available to be drawn by Lender under the Sponsor Letters of Credit as of such date; PROVIDED that, such five (5) week period may be increased by Lender in its reasonable discretion based on financial information provided by Borrowers to Lender from time to time, or (ii) the aggregate amount of the Loans outstanding advanced against the Eligible Unbilled Accounts of all Borrowers shall not at any time exceed Twenty Million Dollars ($20,000,000), or (iii) subject to clause (i) of this Section 2.1(b), the aggregate amount of the Loans, the Letter of Credit Accommodations and other Obligations outstanding at any time for the account of any one Borrower shall not exceed five percent (5%) in excess of the amount that would be available to such Borrower if the lending formulas set forth in Section 2.1(a) hereof were applied separately to each Borrower. In the event that the outstanding amount of any component of the Loans and Letter of Credit Accommodations, or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations and other Obligations, exceeds the amounts available under the lending formulas set forth in Sections 2.1(a) and 2.1(b) hereof in the aggregate or for an individual Borrower as set forth in this Section 2.1(b), the sublimit for Eligible Unbilled Accounts set forth in this Section 2.1(b), the L/C Sublimit or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Lender’s Pro Rata Share , which may be made at any time or from time to time, immediately repay to Lender the entire amount of any such excess(es) for which payment is demanded (other than such excess(es) which have been permitted by Lender in writing in its discretion). (c) Upon completion of an initial audit of each Borrower conducted by Lender to Lender's reasonable satisfaction after the initial Loans are made hereunder, if Total Excess Availability exceeds Fifteen Million Dollars ($15,000,000) as calculated based on the results of such initial audit, Lender shall promptly take all actions reasonably necessary to reduce the aggregate face amount of the Sponsor Letters of Credit by the amount of such excess or to have replacement Sponsor Letters of Credit issued with identical terms in an aggregate amount equal to the existing aggregate face amount less the amount of such excess. (d) If, (i) as of July 31, 2000 or as of the last day of any calendar month thereafter, the average daily Total Excess Availability for the calendar month then ended exceeds Ten Million Dollars ($10,000,000), (ii) Total Excess Availability on each immediately preceding five (5) Business Days exceeds Ten Million Dollars ($10,000,000) and (iii) Borrowers' aggregate Net Income for the year to date period is at least eighty percent (80%) of the projected aggregate Net Income of Borrowers as set forth in the projections of Borrowers attached hereto as EXHIBIT B, Lender shall promptly take all actions reasonably necessary to reduce the aggregate face amount of the Sponsor Letters of Credit by an amount equal to the lesser of: amount that the average daily Excess Availability exceeds Ten Million Dollars (A$10,000,000) during such calendar month; PROVIDED that, (x) no such reduction shall reduce the aggregate face amount equal of the Sponsor Letters of Credit by more than fifty percent (50%) of the aggregate face amount immediately prior to such reduction unless the aggregate face amount is less than One Million Dollars (1$1,000,000) the Maximum Revolver Amount less (2) the sum of and (y) the Letter immediately prior to and after giving effect to any such reduction, no Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, exists or has occurred and is continuing. For purposes of this Section 2.1(d) only, Net Income of Borrowers shall be determined prior to giving effect to any Provision for Taxes. Borrowers may from time to time arrange for additional Sponsor Letters of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers be issued to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeLender. (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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Borrower to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Grower Payable Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided however, that any Grower Payable Reserves shall only be used to decrease the Borrowing Base and shall not decrease the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Grower Payable Reserve or other 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.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not to exceed the lesser ofequal to: (i) such Lender’s Revolver Commitmentthe lesser of (A) sixty percent (60%) of the Net Amount of Eligible Accounts or (B) cash collections on Borrower's Accounts for the immediately preceding forty-five (45) day period, orminus (ii) such Lender’s Pro Rata Share of an amount equal any Availability Reserves; provided, however, that no more than Two Million Dollars ($2,000,000), in the aggregate when calculated together with any amounts advanced to IPD pursuant to the lesser of: IPD Loan Agreement, may be advanced against otherwise Eligible Accounts owed by Borders, Waldenbooks or Lowes which are unpaid more than one hundred twenty (A120) days but less than one hundred fifty (150) days after the date of the original invoice therefor (the "BWL Sublimit"); and provided further, that the amount equal to of the BWL Sublimit shall be permanently reduced by Four Hundred Thousand Dollars ($400,000) each month beginning one (1) month after the Maximum Revolver Amount less date hereof (2) the sum of (y) date on which the Letter of Credit Usage at such time, plus (z) BWL Sublimit shall have been reduced to zero referred to herein as the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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"BWL Sublimit Expiration Date"). (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andExcept in Lender's discretion, subject to the terms aggregate amount of the Loans and conditions of this Agreement, reborrowed other Obligations outstanding at any time during shall not exceed the term of this AgreementMaximum Credit. The outstanding principal In the event that the aggregate amount of the Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, outstanding Loans and other Reserves against Obligations (exclusive of the Borrowing Base Term Loan and interest due with respect thereto) exceeds either the amounts available under the lending formula set forth in Section 2.1(a) hereof or the Maximum Revolver Amount. The Credit, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s the Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) Lender), as adjusted for Reserves established by Lender in accordance with Section 2.1(c), less the sum of (12) 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 Revolving Loans, 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 Lender shall have the right (but not the obligation)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver AmountAmount (which shall be reduced thereby). The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Whole Aircraft Collateral, Eligible Whole Engine Collateral or Eligible Parts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Agent shall notify Borrowers at least five Business Days prior to the date on which any such reserve is to be established or increased or any eligibility criterion is to be changed (during which period Agent shall be available to discuss any such proposed Reserve or increase, or eligibility criterion change, with Borrowers and Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or increase, or eligibility criterion change, no longer exists, in a manner and to the extent reasonably satisfactory to Agent); provided further, that (i) the Borrowers may not obtain any new Revolving Loans (including Swing Loans) or Letters of Credit to the extent that such Revolving Loan (including Swing Loans) or Letter of Credit would cause an Overadvance after giving effect to the establishment or increase of such Reserve, or change to eligibility criterion, as set forth in such notice, (ii) no such prior notice shall be required for changes to any Reserves or eligibility criteria resulting solely by virtue of mathematical calculations of the amount of the Reserve or eligibility criterion in accordance with the methodology of calculation set forth in this Agreement or previously utilized, (iii) no such prior notice shall be required during the continuance of any Event of Default and (iv) 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.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not equal to exceed the lesser sum of: (i) such Lender’s Revolver Commitmentthe lesser of (A) eighty (80%) percent of the orderly liquidation value of Eligible Inventory (as determined by Lender in good faith) or (B) sixty (60%) percent of the Value of Eligible Inventory, orother, in each case, than Inventory located at or being offered for sale through Borrower's outlet store, plus (ii) such Lender’s Pro Rata Share twenty (20%) percent of an amount equal to the lesser of:Value of Eligible Inventory located at or being offered for sale through Borrower's outlet store, less (Aiii) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than five (5) days prior notice to Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Lender determines that: (i) the number of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has changed in any material respect or (ii) the liquidation value of the Eligible Inventory, together with interest accrued or any category thereof, has decreased, or (iii) the nature and unpaid thereonquality of the Inventory has deteriorated. In determining whether to reduce the lending formula(s), shall constitute Obligations and shall be due and payable on the Maturity Date orLender may consider events, if earlierconditions, on the date on contingencies or risks which they are declared due and payable pursuant to the terms of this Agreementalso considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary aggregate amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit. In the event that the outstanding amount of any component of the Loans, or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation2.2(c), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. Section 2.1 (a) of the Loan Agreement is hereby amended in its entirety to read as follows: (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (“Revolving Loans”or by One Price on behalf of One Price PR), (i) to Borrowers in an amount at any one time outstanding not to exceed the lesser sum of: (iA) such Lender’s Revolver Commitmentupon and after the Credit Card Receivable Eligibility Date, orthe amount equal to eighty-five (85%) percent of the Net Amount of Eligible Credit Card Receivables of Borrowers, plus, (iiB) such Lender’s Pro Rata Share of up to an amount equal to the lesser of: : (Ax) eighty (80%) percent of the amount equal to (1) Value of the Maximum Revolver Amount less (2) the sum Eligible Inventory of such Borrower, or (y) eighty-five (85%) percent of the Net Recovery Cost Percentage multiplied by the Cost of the Eligible Inventory of such Borrower, minus (ii) any Availability Reserves. For purposes only of applying the Inventory Loan Limit, Lender may treat the then undrawn amounts of outstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventory as Revolving Loans to the extent Lender is in effect basing the issuance of the Letter of Credit Usage at Accommodations on the Value of the Eligible Inventory being purchased with such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding Revolving Loans and Reserves shall be attributed first to any components of the lending formulas set forth above that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such sublimit. The amounts of Eligible Inventory of any Borrower shall, at such timeLender's option, plus (2) be determined based on the principal lesser of the 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 Revolving Loans, 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), Inventory set forth in the exercise general ledger of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base such Borrower or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established perpetual inventory record maintained 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 maintainedBorrower."

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Inventory and Eligible In-Transit Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not to exceed the lesser ofequal to: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to sum of: (1) fifty-nine percent (59%) of the Maximum Revolver Amount less Value of Eligible Inventory PLUS (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and Fixed Asset Amount or (B) the amount equal to to: (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Maximum Credit Usage at such time, plus time MINUS (2) the principal amount then undrawn amounts of Swing Loans the outstanding at such timeLetter of Credit Accommodations, in either case, less (ii) the Sales Tax Reserve most recently reported to Lender by Borrower, LESS (iii) any Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its Permitted Discretion, from time to this Section 2.1 may be repaid andtime, subject reduce the lending formula with respect to the terms and conditions of this AgreementEligible Inventory. In addition, reborrowed if at any time during the term of this Agreement. The outstanding principal amount an appraisal of the Revolving LoansInventory conducted by an appraiser acceptable to Lender indicates that the quotient, together with interest accrued and unpaid thereonexpressed as a percentage, shall constitute Obligations and shall of (i) eighty percent (80%) of the appraised value of the Eligible Inventory on a "going out of business basis" divided by (ii) the Value of the Eligible Inventory (the "Appraisal Advance Rate") at such time, is less than the Inventory Advance Rate at such time, then the Inventory Advance Rate shall, upon notice from Lender to Borrower, be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant reduced to the terms Appraisal Advance Rate at such time (and if the Inventory Advance Rate at such time is less than the Appraisal Advance Rate at such time, the Inventory Advance Rate shall, upon notice from Lender to Borrower, be increased to the lesser of this Agreementthe Appraisal Advance Rate or fifty-nine percent (59%). (c) Anything to Except in Lender's discretion, the contrary aggregate amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit. In the event that the outstanding amount of the Loans, or the aggregate amount of the outstanding Loans and Letter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base 2.2 or the Maximum Revolver Amount. The Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, within three (3) Business Days of demand by Lender, which may be made at any time or from time to time, repay to Lender the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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 and Co-Collateral Agent shall have the right (but not the obligation)) at any time, in the exercise of its their Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver AmountBase. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent and Co-Collateral Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, each of Agent and Co-Collateral Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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 and Co-Collateral Agent in the exercise of their Permitted Discretion. In no event shall such opportunity limit the right of Agent and Co-Collateral Agent to establish or change such Reserve, unless Agent and Co-Collateral Agent shall have determined, in their Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, 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), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Aircraft Reserves, Engine Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify Borrowers at or before the time any such reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of a reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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: (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or and/or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintainedmaintained or eligibility criteria. Upon establishment or an increase in reserves, Agent agrees to make itself available to discuss the reserve or increase, and Borrower may take such actions 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.

Revolving Loans. (a) Subject to the Each Revolving Credit Lender severally agrees, ratably in accordance with its respective Revolving Credit Commitment, and on terms and conditions hereinafter set forth (including subject to the satisfaction of this Agreementthe applicable conditions precedent set forth in Article IV hereof), and to make loans (collectively, the "Revolving Loans") to Borrower from time to time on any Business Day during the term of this Agreementperiod commencing on the date hereof and ending on, each but excluding the Revolving Lender agrees (severallyLoan Commitment Termination Date, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an aggregate principal amount at any one time outstanding not to exceed the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s 's Pro Rata Share (in accordance with its Revolving Credit Commitment) of an amount equal to the lesser of: of (Ai) the Maximum Revolving Amount minus the then extant LC Exposure, or (ii) the amount equal to (1) of the Maximum Revolver Amount less (2) Borrowing Base then in effect minus the sum of (yI) the Letter of Credit Usage at then extant LC Exposure (to the extent that Administrative Agent is not holding cash collateral in a reserve account with respect to such timeLC Exposure), plus (zII) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 aggregate principal amount of the Revolving LoansTerm Loans which is outstanding as of such time (inclusive of the then extant Term Loan PIK Amount), together with interest accrued and unpaid thereon(III) the amount of any other reserves established by Administrative Agent, shall constitute Obligations and shall be due and payable on the Maturity Date oras of such date, 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, as set forth below. Administrative Agent shall have the right to establish reserves 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 with respect to (but not A) sums chargeable against Borrower's Loan Account as Revolving Loans under any section of this Agreement, (B) amounts owing by Borrower or any of its Subsidiaries to any Person to the obligationextent secured by a Lien on, or trust over, any property of Borrower or any of its Subsidiaries, (C) sales taxes, income taxes, property taxes, and other taxes or charges of any kind which Borrower or any of its Subsidiaries is required, and has failed, to pay (except to the extent subject to a Permitted Protest), and (D) such other matters, events, conditions, or contingencies as to which Administrative Agent, in the exercise of its Permitted Discretion, determines reserves should be established from time to establish time hereunder. The proceeds of Revolving Loans shall be used solely for the purposes set forth in Section 5.01(v) hereof. Within the limit of the aggregate amount of the Revolving Credit Commitments, Borrower may borrow, prepay and increase or decrease Receivable Reservesreborrow Revolving Loans pursuant to this Article II. The Revolving Loans shall be evidenced hereby, Inventory Reserves, Bank Product Reservesshall be secured by all of the Collateral, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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 maintainedconstitute Obligations.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans Revolving Loans to Borrower from time to time in amounts requested by Borrower up to the amount equal to the sum, net of any Availability Reserves, of: (“i) eighty-five (85%) percent of the appraised value of Eligible Operating Leases, net of estimated Liquidation Expenses, with appraisals conducted on a Distressed Fair Market Value basis at the expense of Borrower by the Appraiser (the "OPERATING LEASES LENDING FORMULA"), plus (ii) the lesser of: (A) thirty-four (34%) percent of the aggregate net book value of Eligible Capital Leases; or (B) eighty-five (85%) of the appraised value of such Eligible Capital Leases expressed as a percentage of cost value, net of estimated Liquidation Expenses, with appraisals conducted on a Distressed Fair Market Value basis at the expense of Borrower by the Appraiser (the "CAPITAL LEASES LENDING FORMULA"). (b) Lender may, in its discretion, from time to time reduce or otherwise revise the Lending Formulas to the extent that Lender, in good faith, determines that: (i) the general creditworthiness of the Clients has declined; or (ii) the liquidation value of the Eligible Capital Leases, or any category thereof, has decreased; or (iii) the nature and quality of the Eligible Operating Leases and/or the Eligible Capital Leases has deteriorated. In determining whether to reduce or otherwise revise the Lending Formulas, Lender may consider events, conditions, contingencies or risks which are also considered in determining Eligible Operating Leases or Eligible Capital Leases or in establishing Availability Reserves. (c) Except in Lender's discretion, the aggregate amount of the Revolving Loans”) to Borrowers in an amount Loans and the Letter of Credit Accommodations outstanding at any one time outstanding shall not to exceed the lesser of: (i) such Lender’s Revolver Commitment, orthe Maximum Credit; (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) available under the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, Lending Formulas; and (Biii) the amount equal to (1) Trailing Cash Collections. In the Borrowing Base as of such date (based upon event that the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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 Revolving Loans, together with interest accrued or the aggregate amount of the outstanding Revolving Loans and unpaid thereonLetter of Credit Accommodations, shall constitute Obligations and shall be due and payable on exceed the Maturity Date oramounts available under the Lending Formulas, if earlier, on the date on which they are declared due and payable pursuant to the terms sub-limit for Letter of this Agreement. (c) Anything to the contrary Credit Accommodations set forth in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation2.2(d), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base Maximum Credit or the Maximum Revolver Amount. The Trailing Cash Collections, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that such excess(es) for which payment is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintaineddemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) 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 (subject to Section 2.3(c)) of an amount equal to the lesser of: (A) the amount equal to (1l) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) , as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify Borrowers at or before the time any such reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of a reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Finished Goods Inventory, Eligible Inventory, Eligible Raw Material Inventory, Eligible Unbilled Accounts and Eligible Work-in-Process Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility, shall continue only so long as such event, condition or circumstances continue, and shall not be duplicative of any other reserve established and currently maintained. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, and during the term of this AgreementOriginal Term and any Renewal Term, each Revolving Lender agrees (severallyLender, severally and not jointly or jointly and severally) to jointly, shall, absent the occurrence of an Event of Default, make its Pro Rata Share of revolving loans and advances (“the ”Revolving Loans”) requested by Borrower up to Borrowers in such Lender’s Revolving Loan Commitment so long as after giving effect to such Revolving Loans, the sum of the aggregate unpaid principal balance of the Revolving Loans and the Letter of Credit Obligations does not exceed an amount at any one time outstanding not up to exceed the lesser of:sum of the following sublimits (the “Revolving Loan Limit”): (i) Up to eighty-five percent (85%), or such Lenderlesser percentage as determined by Agent in its sole but reasonable discretion, of the face amount (less maximum discounts, credits and allowances which may be taken by or granted to Account Debtors in connection therewith in the ordinary course of a Borrowing Base Company’s Revolver Commitment, orbusiness) of the Borrowing Base Companies’ Net Eligible Accounts; plus (ii) such Lender’s Pro Rata Share The lesser of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2a) the sum of up to sixty percent (60%) of the lower of cost or market value of the Borrowing Base Companies’ Eligible Inventory consisting of finished goods, plus up to fifty percent (50%) of the lower of cost or market value of the Borrowing Base Companies’ Eligible Inventory consisting of raw materials, and (b) Four Million and No/100 Dollars ($4,000,000), whichever is less; plus (iii) Up to fifty percent (50%) against the face amount of commercial Letters of Credit issued or guaranteed by Agent for the purpose of purchasing Eligible Inventory; provided, that such commercial Letters of Credit are in form and substance satisfactory to Agent; plus (iv) The Seasonal Amount; minus (v) Such reserves as Agent elects, in its sole but reasonable discretion to establish from time to time; provided, that (v) the amount of advances against Net Eligible Accounts that are Regular Datings and Extended Datings shall at no time exceed $6,000,000 in the aggregate, (w) the amount of advances against Net Eligible Accounts that are Extended Datings shall at no time exceed $2,000,000 in the aggregate, (x) the amount of advances against WCP’s Net Eligible Accounts and WCP’s Eligible Inventory shall at no time exceed $1,000,000 in the aggregate, (y) the Letter amount of Credit Usage advances against Eligible Inventory that is in transit shall at such timeno time -4- exceed Five Hundred Thousand and No/100 Dollars ($500,000), plus and (z) the Revolving Loan Limit shall in no event exceed Twenty-Five Million and No/100 Dollars ($25,000,000) (the “Maximum Revolving Loan Limit”) except as such amount may be increased or, following the occurrence of an Event of Default, decreased, by all Lenders, in each Lender’s sole but reasonable discretion or decreased by Agent in its sole but reasonable discretion. The aggregate unpaid principal amount balance of Swing the Revolving Loans outstanding shall not at such time, and any time exceed the lesser of the (Bi) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) Revolving Loan Limit minus the Letter of Credit Usage at such time, plus Obligations and (2ii) the principal amount Maximum Revolving Loan Limit minus the Letter 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 Credit Obligations. If at any time during the term outstanding Revolving Loans exceeds either the Revolving Loan Limit or the Maximum Revolving Loan Limit, in each case minus the Letter of this Agreement. The Credit Obligations, or any portion of the Revolving Loans and Letter of Credit Obligations exceeds any applicable sublimit within the Revolving Loan Limit, Borrower shall immediately, and without the necessity of demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess and Agent shall apply such payment to the Revolving Loans in such order as Agent shall determine in its sole but reasonable discretion; provided that Agent may, in its sole discretion, permit such excess (the “Interim Advance”) to remain outstanding principal and continue to advance Revolving Loans to Borrower on behalf of Lenders without the consent of any Lender for a period of up to ninety (90) calendar days, so long as (i) the amount of the Interim Advances does not exceed at any time Two Million Three Hundred Thousand and No/100 Dollars ($2,300,000), (ii) the aggregate outstanding principal balance of the Revolving Loans does not exceed the Maximum Loan Limit, and (iii) Agent has not been notified by Requisite Lenders to cease making such Revolving Loans. If the Interim Advance is not repaid in full within ninety (90) days of the initial occurrence of the Interim Advance, together with interest accrued and unpaid thereon, shall constitute Obligations and shall no future advances may be due and payable on made to Borrower without the Maturity Date or, if earlier, on consent of all Lenders until the date on which they are declared due and payable pursuant to the terms of this AgreementInterim Advance is repaid in full. (c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such Lender’s Revolver Commitment, or or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) less the sum of (1x) the Letter of Credit Usage at such time, plus (2y) 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 Revolving Loans, 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)) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Reserves and other Reserves against the Borrowing Base Base, the Term Loan Borrowing Base, or the Maximum Revolver Amount. The amount of any Receivable Reserve; provided, Inventory Reserve, Bank Product Reserve, or other Reserve established by that Agent shall have notify Borrowers at the time any such Reserve in a reasonable relationship material amount is to the eventbe established or increased, condition, other circumstance, or fact that is the basis for such reserve but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not be duplicative cause such establishment or increase of any other reserve established and currently maintained.61 125672876_9 151541717_6

Revolving Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties of this Agreement, and during the term of this AgreementBorrower herein set forth, each Revolving Lender Bank severally agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers in the Borrower on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount at any one time outstanding that will not to exceed the lesser of: result in: (i) such LenderBank’s Revolver Commitment, or Credit Exposure exceeding such Bank’s Commitment or (ii) such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of total Credit Usage at Exposures exceeding the total Commitments. Within such time, plus (z) the principal amount of Swing Loans outstanding at limits and during such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) 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, period and subject to the terms and conditions of this Agreement, reborrowed at any time during the term Borrower may borrow, repay and re-borrow Revolving Loans. (b) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Revolving Loans made by each Bank under such Bank’s Commitment, a Note, which shall be: (i) dated as of this Agreement. The outstanding the Closing Date; (ii) in the principal amount of such Bank’s maximum Commitment; (iii) in substantially the form attached hereto as Exhibit A, with blanks appropriately filled; (iv) payable to the order of such Bank on the Maturity Date; and (v) subject to acceleration upon the occurrence of an Event of Default. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Sections 2.02 and 2.03, payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of each Note. (c) Each Revolving Loan shall be: (i) in the case of any Eurodollar Rate Loan, in an amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof; or (ii) in the case of any Alternate Base Rate Loan, in an amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof and, at the option of the Borrower, any borrowing under this Section 2.01(c) may be comprised of two or more such Loans bearing different rates of interest. Each such borrowing shall be made upon prior notice from the Borrower to the Agent in the form attached hereto as Exhibit B (the “Notice of Borrowing”) delivered to the Agent not later than 11:00 am (Houston time): (i) on the third Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Rate Loans; and (ii) on the Borrowing Date, if such borrowing consists of Alternate Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify: (i) the amount of the proposed borrowing and of each Revolving Loan comprising a part thereof; (ii) the Borrowing Date; (iii) whether such Loan is to be a Alternate Base Rate Loan or a Eurodollar Rate Loan; (iv) in the case of a Eurodollar Rate Loan, the Rate Period with respect to each such Loan and the Expiration Date of each such Rate Period; and (v) the demand deposit account of the Borrower at JPMorgan into which the proceeds of the borrowing are to be deposited by the Agent. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.01(c); provided that such telephonic notice shall be irrevocable and confirmed in writing by delivery to the Agent promptly (but in no event later than the Borrowing Date relating to any such borrowing) of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower, or for otherwise acting in good faith under this Section 2.01(c). (d) In the case of a proposed borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 2.03. Each Bank shall, before 1:00 pm (Houston time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s address set forth in Section 13.04, in same day funds, its Pro Rata Percentage of such borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8.02, on the Borrowing Date, the Agent shall make the borrowing available to the Borrower at its Applicable Lending Office in immediately available funds. Each Bank shall post on a schedule attached to its Note(s): (i) the date and principal amount of each Revolving Loan made under such Note; (ii) the rate of interest each such Loan will bear; and (iii) each payment of principal thereon; provided, however, that any failure of such Bank to xxxx such Note shall not affect the Borrower’s obligations thereunder; and provided further that such Bank’s records as to such matters shall be controlling whether or not such Bank has so marked such Note absent manifest error. Any deposit to the Borrower’s demand deposit account by the Agent or by JPMorgan (of funds received from the Agent) pursuant to a request (whether written or oral) believed by the Agent or by JPMorgan to be an authorized request by the Borrower for a Revolving Loan hereunder shall be deemed to be a Revolving Loan hereunder for all purposes with the same effect as if the Borrower had in fact requested the Agent to make such Loan. (e) Subject to the provisions of Article VI, unless the Agent shall have received notice from a Bank prior to the time of any borrowing that such Bank will not make available to the Agent such Bank’s Pro Rata Percentage of such borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such borrowing in accordance with this Section 2.01 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such Pro Rata Percentage available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest accrued and unpaid thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) in the case of the Borrower, at the interest rate applicable at the time to the Loans comprising such borrowing, and (ii) in the case of such Bank, at the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid 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 such Bank’s Loan as part of such borrowing for purposes of this Agreement. (cf) Anything The failure of any Bank, including a Defaulting Bank, to make the contrary in this Section 2.1 notwithstanding, Agent Revolving Loan to be made by it as part of any borrowing shall have the right (but not the obligation), in the exercise relieve any other Bank of its Permitted Discretionobligation, if any, hereunder to establish and increase or decrease Receivable Reservesmake its Revolving Loan on the date of such borrowing, Inventory Reserves, but no Bank Product Reserves, and other Reserves against shall be responsible for the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other 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 failure of any other reserve established and currently maintainedBank to make the Revolving Loan to be made by such other Bank on the date of any borrowing.