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 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 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 (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. (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. 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) 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 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 the Borrower on a Specified Borrowing Date 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: (Ai) 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 all Revolving Loans outstanding at such time, ; and (Bii) the amount equal to (1) the Applicable Borrowing Base as of for such date (based upon the most recent Specified Borrowing Base Certificate delivered by Borrowers to Agent) Date less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing all Revolving Loans to the Borrower outstanding at such time; provided that in no event shall the aggregate amount of each Lender’s outstanding Revolving Loans at any time exceed such ▇▇▇▇▇▇’s Revolver Commitment. (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 to the contrary in this Section 2.1 2.01 notwithstanding, the Administrative 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 AmountBase. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent 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 maintainedmaintained or eligibility criteria; provided, that Administrative Agent shall notify the Borrower at least five (5) Business Days before the time any such Reserve is to be established or increased. Upon establishment or increase in Reserves, the Administrative Agent agrees to make itself available to discuss the Reserve or increase, and the 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.

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 sum of: (i) such Lender’s Revolver Commitmenteighty-five (85%) percent of the Net Amount of Eligible Accounts, orPLUS (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) fifty (50%) percent of the Letter Value of Credit Usage at such time, plus Eligible Inventory consisting of finished goods and (2) sixty (60%) percent of the principal Value of Eligible Inventory consisting of raw materials for such finished goods or (B) $25,000,000, PLUS (iii) the lesser of (A) forty (40%) percent of the gross amount of Swing Loans outstanding at such timeEligible ▇▇▇▇ and Hold Accounts and (B) $1,000,000, LESS (iv) any 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, (i) reduce the lending formula with respect to Eligible Accounts to the terms and conditions extent that Lender determines in good faith that the general creditworthiness of this Agreement, reborrowed at any time during Borrower's account debtors as a whole has declined or (ii) reduce the term lending formula(s) with respect to Eligible Inventory to the extent that Lender determines in good faith that: (A) the number of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has negatively changed in any material respect or (B) 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 has decreased, or (C) the Maturity Date ornature, if earlierquality or mix of the Inventory has deteriorated. In determining whether to reduce the lending formula(s), on the date on Lender may consider, in good faith, events, conditions, contingencies or risks which they are declared due and payable pursuant to the terms of this Agreementalso considered in determining Eligible Accounts, Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, (i) the contrary in this Section 2.1 notwithstanding, Agent aggregate amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall have not exceed the right lesser of (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 A) the Maximum Revolver AmountCredit or (B) the Senior Note Indenture Maximum Credit and (ii) the aggregate amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Revolving Loan Limit. The In the event that the outstanding amount of any Receivable Reserve, Inventory Reserve, Bank Product Reservecomponent of the Loans, or other Reserve established the aggregate amount of the outstanding Loans and Letter of Credit Accommodations, exceed the amounts available under the lending formulas set forth in Section 2, the sublimits for Letter of Credit Accommodations set forth in Sections 2.2(c) and 2.2(d), the Maximum Credit or the Senior Note Indenture 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 Borrower shall, upon demand by Agent shall have a reasonable relationship Lender, which may be made at any time or from time to time, immediately repay to Lender within five (5) Business Days the entire amount of any such excess(es) for which payment is demanded. (d) For purposes only of applying the sublimit on Revolving Loans based on Eligible Inventory pursuant to Section 2.1(a)(ii)(B), 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 eventextent Lender is in effect basing the issuance of the Letter of Credit Accommodations on the Value of the Eligible Inventory being purchased with such Letter of Credit Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, conditionthe outstanding Revolving Loans and Availability Reserves shall be attributed first to any components of the lending formulas in Section 2.1(a) that are not subject to such sublimit, other circumstance, or fact that is before being attributed to the basis for components of the lending formulas subject to such reserve and shall not be duplicative of any other reserve established and currently maintainedsublimit.

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 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 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 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 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 '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 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 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. (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 set forth in this Agreement, each Lender, severally and not jointly, will make Revolving Lender agrees (severally, not jointly or jointly and severally) Loans to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount aggregate amounts outstanding at any one time outstanding not equal 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: to, as of any date of determination, (A) the amount equal to (1i) the Maximum Revolver Amount less minus (2ii) the sum aggregate amount of all Revolving Loans and Swing Loans then outstanding plus the Maximum Undrawn Amount of all Letters of Credit then outstanding. The Revolving Loans shall be evidenced by one or more secured promissory notes (ycollectively, the “Revolving Loan Note”) substantially in the form attached hereto as Exhibit 2.1. Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, (x) the Letter of Credit Usage at such time, plus (z) the outstanding aggregate principal amount of Swing Loans and the Revolving Loans at any one time outstanding at such time, and (B) plus the amount equal to (1) the Borrowing Base as Maximum Undrawn Amount of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter all Letters of Credit Usage at such time, plus then outstanding shall not exceed the Maximum Revolver Amount and (2y) Agent shall have the principal amount of Swing Loans outstanding at such time. right (bbut not the obligation) to establish from time to time Bank Product Reserves against the Maximum Revolving Loan Amount. 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, Swing Loans and all other extensions of credit hereunder, 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, 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 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 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 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 less (z3) the principal amount of Swing Loans outstanding at such timeReserves established by Lender in accordance with Section 2.1(c), 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 AgentLender), as adjusted for Reserves established by Lender 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 the Term Loan outstanding at such time, plus (z) the principal amount of all Capex 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) any Debt Maturity Reserve then in effect, less (3) 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 Latest 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 DiscretionDiscretion upon at least five (5) Business Days prior written notice to Administrative Borrower, to to, without duplication, (i) establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or (ii) change any eligibility criteria set forth in the Maximum Revolver Amountdefinitions of “Eligible Credit Card Receivables”, “Eligible Invoiced Accounts”, “Eligible Investment Grade Accounts”, “Eligible New Dealership Inventory Held for Sale”, “Eligible Newly Purchased Non-Rental Rolling Stock Equipment”, “Eligible Newly Purchased Rental Equipment Inventory”, “Eligible Non-Rental Rolling Stock Equipment”, “Eligible Parts and Tools Inventory”, “Eligible Rental Equipment Inventory” or “Eligible Unbilled Accounts”; provided, that (A) during such five (5) Business Days period, 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 the implementation of such change to eligibility criteria, 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; (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 of any third party 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 definitions of “Eligible Credit Card Receivables”, “Eligible Invoiced Accounts”, “Eligible Investment Grade Accounts”, “Eligible New Dealership Inventory Held for Sale”, “Eligible Newly Purchased Non-Rental Rolling Stock Equipment”, “Eligible Newly Purchased Rental Equipment Inventory”, “Eligible Non-Rental Rolling Stock Equipment”, “Eligible Parts and Tools Inventory”, “Eligible Rental Equipment Inventory” or “Eligible Unbilled Accounts” shall have a reasonable relationship as determined by Agent in Permitted Discretion 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. Notwithstanding anything to the contrary contained herein, Agent may at any time establish Debt Maturity Reserves, Dilution Reserves and Bank Product Reserves in accordance with the provisions of this Agreement. Upon the reasonable request of Administrative Borrower, Agent agrees to make itself available to discuss any proposed establishment or increase in Reserves, 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. The establishment of any Reserve with respect to any obligation, charge, liability, debt or otherwise shall in no event grant any rights or be deemed to have granted any rights in such reserved amount to the holder of such obligation, charge, liability, debt or any other Person (except as explicitly set forth hereunder), but shall solely be viewed as amounts reserved to protect the interests of the Secured Parties hereunder and under the other Loan Documents.

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. (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 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 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 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 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. No portion of any Loan will be funded or held with “plan assets,” as defined by the U.S. Department of Labor Regulation found at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. (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 Base, Availability, or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least three (3) Business Days prior to the date on which any such reserve is to be established or increased; 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 definitions of Eligible Accounts and Eligible Inventory, as applicable, 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. (d) Anything to the contrary in this Agreement notwithstanding, the portion of the Borrowing Base comprised of Eligible Cash may be adjusted, based on Agent’s Permitted Discretion, on a daily basis to reflect the aggregate amount of Eligible Cash as of the open of business on each business day as verified by Agent (which verification may be by receipt by Agent from the applicable Lender or Borrowers of screenshots of each website of each applicable deposit bank or securities intermediary describing the balance in each applicable account holding Eligible Cash).

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 1. Upon 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 Agent's receipt of an amount equal to executed Revolving Loan Promissory Note, 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 andLenders agree, subject to the terms and conditions of this AgreementAgreement from time to time, reborrowed at and within (x) the Availability and (y) the Line of Credit, but subject to Lenders' right to make "overadvances", to make loans and advances to the Companies on a revolving basis (i.e., subject to the limitations set forth herein, each Company may borrow, repay and re-borrow Revolving Loans); provided, however, that the Lenders shall not be obligated to lend to any time during Restricted Subsidiary an amount in excess of a sum equal to (1) the term Restricted Subsidiary Borrowing Base less (2) the aggregate amount of all loans thereto by any and all Obligors. Subject to such limitations, the aggregate amount of such loans and advances outstanding shall be up to the sum of: (a) outstanding Eligible Accounts Receivable of the Companies multiplied by the Accounts Receivable Advance Percentage, plus (b) the lesser of (i) Net Book Value multiplied by the Equipment Advance Percentage or (ii) the aggregate value of Eligible Equipment of the Companies multiplied by the Equipment Advance Percentage, minus (c) the outstanding undrawn balance of Letters of Credit outstanding, and minus (d) the Availability Reserves. Each request shall constitute, unless otherwise disclosed in writing to the Agent and the Lenders a representation and warranty by each Company that (i) after giving effect to the requested advance, no Default or Event of Default has or will have occurred and be continuing, (ii) such requested Revolving Loan is within the Line of Credit and Availability, and (iii) the proceeds of such Revolving Loan shall be used (A) if the Revolving Loan is an Acquisition Facility Loan, solely for Permitted Acquisitions, and (B) if the Revolving Loan is not an Acquisition Facility Loan, for the purposes permitted for such loans as set forth in Section 7, Paragraph 18(l). All requests for loans and advances must ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ of the Agent no later than 1:00 p.m., New York time, on the day on which such loans and advances are required and must designate the portion thereof which are Acquisition Facility Loans and the portion thereof which are Revolving Loans other than Acquisitions Facility Loans. Should the Agent for any reason honor requests for advances in excess of the limitations set forth herein, such advances shall be considered "Overadvances" and shall be made in the Agent's sole discretion, subject to any additional terms the Agent deems necessary and the other terms and provisions of this Agreement; provided, however, Agent may not make Overadvances which exceed the Line of Credit. 2. The outstanding principal amount In furtherance of the Revolving Loanscontinuing assignment and security interest in the Companies Accounts, together with interest accrued each such Company may, at its option (but in all cases subject to Section 3, Paragraph 9 below) promptly after the creation of Accounts, execute 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 deliver to the terms Agent in such form and manner as the Agent may reasonably require, solely for the Agent's convenience in maintaining records of this Agreementcollateral, such confirmatory schedules of Accounts as the Agent may reasonably request, and such other appropriate reports designating, identifying and describing the Accounts as the Agent may reasonably require. In addition, each Company may, UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT at its option (but in all cases subject to Section 3, Paragraph 9 below) provide the Agent with copies of agreements with, or purchase orders from, such Company's customers, and copies of invoices to customers, proof of shipment or delivery and such other documentation and information relating to said Accounts and other collateral as the Agent may reasonably require. Failure to provide the Agent with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. Each Company hereby authorizes the Agent to affix such Company's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of each Company's authorized officers or agents. (ca) Anything The Obligors hereby jointly and severally represent and warrant that: each Trade Account Receivable of each Company is based on an actual and bona fide sale and delivery of goods or rendition of services to the contrary in this Section 2.1 notwithstandingits customers, Agent shall have the right (but not the obligation), made by such Company in the exercise ordinary course of its Permitted Discretionbusiness; Equipment and the other goods, to establish if any, being sold and increase or decrease the Trade Accounts Receivable Reserves, Inventory Reserves, Bank Product Reserves, created are the exclusive property of such Company 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 are not and shall not be duplicative subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Liens; the invoices evidencing such Trade Accounts Receivable are in the name of such Company; and the customers of such Company have accepted the goods or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contracts, except for disputes and other matters arising in the ordinary course of business with respect to which such Company has complied with the notification requirements of Paragraph 5 of this section; (b) The Obligors confirm to the Agent that any and all taxes or fees relating to each Company's business, sales, the Accounts or goods relating thereto, are such Company's sole responsibility and that same will be paid by such Company when due and that none of said taxes or fees represent a lien on or claim against the Accounts. Each Company agrees to maintain such books and records regarding Accounts as the Agent may reasonably require and agrees that the books and records of each Company will reflect the Agent's interest in the Accounts. All of the books and records of each Company will be available to the Agent at normal business hours, including any records handled or maintained for such Company by any other company or entity (including any Guarantor); provided, however, that the inclusion of this provision is not intended to waive the attorney-client privilege with respect to legal files in the possession of counsel to the Obligors. 4. Until the Agent has advised the Parent to the contrary after the occurrence of a Triggering Event (as defined below), the Companies may and will enforce, collect and receive all amounts owing on the Accounts for the Agent's and Lenders' benefit and on their behalf, but at the Companies' expense; such privilege shall terminate automatically upon the institution by or against any Company of any proceeding under any bankruptcy or insolvency law or, at the election of the Agent, upon the occurrence of any Triggering Event and until such Triggering Event is waived in writing by the Agent or cured to the Agent's satisfaction. Any checks, cash, notes or other reserve established instruments or property received by a Company with respect to any Accounts or other proceeds of Collateral shall be held by or on behalf of such Company in trust for the Agent for the benefit of the Lenders, separate from such Company's own property and currently maintained.funds, and UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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 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 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 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 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 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 Second Closing Date and severally) prior to make the Revolving Loan Maturity Date, a revolving loan or revolving loans (“each a "Revolving Loan" and, collectively, the "Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser ofBorrower, which Revolving Loans: (i) such Lender’s Revolver Commitmentshall, orat the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Pro Rata Share of an amount equal to the lesser of: 's RL Percentage and (A) the amount equal to (1) the Maximum Revolver Amount less (2y) the sum of (yI) 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 time and (zII) the aggregate principal amount of Swing all Swingline Loans outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (Biv) the shall not exceed for all such Lenders at any time outstanding that aggregate principal amount equal which, when added 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 (1I) 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 time and (2II) the aggregate principal amount of Swing all Swingline Loans outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (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 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 Closing Date and severally) prior to make the Revolving Loan Maturity Date, a revolving loan or revolving loans (“each a "Revolving Loan" and, collectively, the "Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser ofBorrower, which Revolving Loans: (i) such Lender’s Revolver Commitmentshall, orat the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Pro Rata Share of an amount equal to the lesser of: 's RL Percentage and (A) the amount equal to (1) the Maximum Revolver Amount less (2y) the sum of (yI) 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 time and (zII) the aggregate principal amount of Swing all Swingline Loans outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (Biv) the shall not exceed for all such Lenders at any time outstanding that aggregate principal amount equal which, when added 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 (1I) 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 time and (2II) the aggregate principal amount of Swing all Swingline Loans outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (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 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 AgreementAgreement and the Other Agreements, during the Original Term and each Renewal Term, if any, commencing on the date the conditions in SUBSECTION 17(A) are satisfied, each Lender, severally and not jointly, agrees to make its Pro Rata Share of revolving loans and advances to the Borrowers (the "REVOLVING LOANS") upon the request of the Borrower Representative, on behalf of the Borrowers, up to 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 up to the sum of the following sublimits (the "REVOLVING LOAN LIMIT"): (i) Up to eighty-five percent (85%) of the face amount of the Borrowers' Eligible Accounts (less maximum discounts, credits and allowances which may be taken by or granted to the Account Debtors in connection therewith in the ordinary course of the Borrowers' business); PLUS (ii) Up to the lesser of: (A) sixty-five percent (65%) of the Borrowers' Eligible Inventory valued at cost (in accordance with the procedures described in SCHEDULE 2(A)(II)); (B) eighty-five percent (85%) of the Net Orderly Liquidation Value of the Borrowers' Eligible Inventory as determined by the then most recently completed Appraisal; (C) fifty percent (50%) of the Maximum Revolving Loan Limit; or (D) $17,500,000 (the "INVENTORY ADVANCE LIMIT"); MINUS (iii) Prior to the First Availability Reserve Termination Date, an additional reserve in the amount of $3,500,000 (the "FIRST AVAILABILITY RESERVE"); MINUS (iv) Prior to the Second Availability Reserve Termination Date, an additional reserve in the amount of $3,500,000 (the "SECOND AVAILABILITY RESERVE"); MINUS (v) such additional reserves Agent elects to establish from time to time in its sole discretion, exercised in a commercially reasonable manner; PROVIDED, that (x) the aggregate undrawn amount of all Letters of Credit issued or guaranteed by Lenders, with respect to all Borrowers, shall at no time exceed Five Million and No/100 Dollars ($5,000,000), and during (y) the term of this AgreementRevolving Loan Limit with respect to Revolving Loans made to all Borrowers, 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 outstanding, shall in no event exceed Thirty-Five Million and No/100 Dollars ($35,000,000) (the "MAXIMUM REVOLVING LOAN LIMIT"). The aggregate unpaid principal balance of the Revolving Loans made to all Borrowers, at any one time outstanding, shall not to at any time exceed the lesser of: of (i) such Lender’s Revolver Commitment, or the Revolving Loan Limit MINUS the Letter of Credit Obligations of all Borrowers and (ii) the Maximum Revolving Loan Limit MINUS the Letter of Credit Obligations of all Borrowers. If at any time the outstanding aggregate principal amount of such Lender’s Revolving Loans exceeds the Revolving Loan Limit MINUS such Letter of Credit Obligations, or any portion of the outstanding principal of such Revolving Loans and such Letter of Credit Obligations exceeds any applicable sublimit within the Revolving Loan Limit, the Borrowers shall immediately, on a joint and several basis, 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 discretion; PROVIDED, that Agent may, in its sole discretion, permit such excess (the "INTERIM ADVANCE") to remain outstanding and continue to advance Revolving Loans to any 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 and Letter of Credit Obligations does not exceed the Maximum Revolving 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 time period specified above, no future advances may be made to any Borrower without the consent of Requisite Lenders until the Interim Advance is repaid in full. Neither 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 an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum any Revolving Loan hereunder shall not relieve any other Lender 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 orits obligation, 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 Discretionany, 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 make its Pro Rata Share 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 maintainedRevolving Loans hereunder.

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 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 Lender’s ▇▇▇▇▇▇'s Revolver Commitment, or 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 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 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, 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. (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 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.. ACTIVE 682292377v9 - 3 - (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 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) 126471205_8 i. 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) 1. such Lender’s Revolver Commitment, or (ii) 2. such Lender’s Pro Rata Share of an amount equal to the lesser of: (A) 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) 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) ii. 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) iii. 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 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 establish, increase, decrease, eliminate, or decrease otherwise adjust 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. Without limiting the foregoing, the Borrowers acknowledge and agree that Agent shall be entitled to establish and maintain at all times during the term of this Agreement (i) a Reserve in the amount of two weeks of payroll obligations for the Borrowers and their Subsidiaries, (ii) a Reserve in the amount of all annual tag and title fees in respect of Revenue Equipment constituting Collateral, and (iii) a Reserve in the amount of $12,500,000 concurrent with the first Increase pursuant to Section 2.14, in each case, which shall be deemed to be a Reserve established in accordance with Agent’s 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 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 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 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 such limit 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 Borrower before Agent establishes any new categories of any other reserve established Reserves after the Closing Date and currently maintainedwill consult with Administrative Borrower in connection with the basis for such new categories of Reserves to the extent Administrative Borrower is available in a reasonably timely manner, provided, that the failure to consult with Administrative Borrower shall not limit Agent’s right to implement such Reserve following such three (3) Business Day period.

Revolving Loans. (ai) Subject to the terms and conditions of this Agreement, set forth herein and during the term of this AgreementThird Amendment, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans to the Borrower under a revolving credit facility (amounts borrowed under this Section 2.01(b) are referred to as the “Revolving Loans”) to Borrowers in an amount at any one time outstanding (on an aggregate basis) not to exceed the lesser of: (i1) an amount equal to such Revolving Lender’s Revolving Commitment, and (2) such Revolving Lender’s Revolver Commitment, or (ii) pro rata share of such Revolving Lender’s Pro Rata Share Revolving Commitments and Revolving Loans 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 timeRevolving Commitment Amount, 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 the Borrower to the Revolving Agent) less , as adjusted by the sum Revolving Agent for Reserves established by the Revolving Agent from time to time in accordance with the terms of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such timethis Agreement). (bii) Amounts borrowed Each of the Revolving Loans made pursuant to this Section 2.1 2.01(b) 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. (ciii) Anything Notwithstanding anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation2.01(b), without limiting any other rights and remedies of the Revolving Agent hereunder or under the other Loan Documents, the Revolving Loans shall be subject to the Revolving Agent’s continuing right in accordance with this Agreement to withhold Reserves from the Borrowing Base, and to increase and decrease such Reserves from time to time, if and to the extent that in the exercise of its Revolving Agent’s Permitted Discretion, such Reserves are necessary. In the event that the Revolving Agent determines in its Permitted Discretion that it is necessary to establish and withhold Reserves from the Borrowing Base and/or to increase or decrease Receivable Reservessuch Reserves in accordance with this Section 2.01(b)(iii), 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 Revolving Agent shall have a reasonable relationship provide written notice of such determination 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 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 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 Lender, severally and not jointly, agrees (severallyabsent the occurrence of an Event of Default, not jointly or jointly and severally) to make its Pro Rata Share of revolving loans and advances (“the "Revolving Loans”") requested by Borrower Representative on behalf of each 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 up to the sum of the following sublimits (the "Revolving Loan Limit"): (i) Up to eighty-five percent (85%) 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 AMCON's business) of AMCON's Eligible Accounts; plus (ii) Up to eighty percent (80%) 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 such Borrower's business) of such Borrower's Eligible Accounts (other than AMCON's Eligible Accounts) or the Subsidiary Accounts Sublimit; whichever is less, plus (iii) Up to eighty-five percent (85%) of the lower of cost or market value of Eligible Cigarette Inventory or Twenty Million and No/100 Dollars ($20,000,000.00), whichever is less; plus (iv) Up to seventy percent (70%) of the lower of cost or market value of AMCON's Eligible Inventory (consisting solely of AMCON's Eligible Inventory other than Eligible Cigarette Inventory set forth in clause (iii) above) or Twelve Million and No/100 Dollars ($12,000,000.00), whichever is less; plus (v) Up to sixty percent (60%) of the lower of cost or market value of such Borrower's Eligible Inventory (other than AMCON's Eligible Inventory or Eligible Cigarette Inventory) or the Subsidiary Inventory Sublimit, whichever is less; minus (vi) such reserves as Agent elects, in its sole discretion to establish from time to time, including without limitation, a reserve with respect to Rate Hedging Obligations; provided, that the Revolving Loan Limit shall in no event exceed Fifty Five Million and No/100 Dollars ($55,000,000.00) less the then-outstanding principal balance of Term Loan A (the "Maximum Revolving Loan Limit") except as such amount may be increased or, following the occurrence of an Event of Default, decreased by Agent from time to time, in Agent's sole discretion. The aggregate unpaid principal balance of the Revolving Loans 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 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 (the "Overadvance"), Borrowers shall immediately, and without the necessity of demand by Agent, pay to Agent such amount as may be necessary to eliminate such Overadvance and Agent shall apply such payment to the Revolving Loans in such order as Agent shall determine in its sole discretion; provided that Agent may, in its sole discretion, permit such Overadvance (the "Interim Advance") to remain outstanding and continue to advance Revolving Loans to Borrowers on behalf of Lenders without the consent of any Lender for a period of up to thirty (30) calendar days, so long as (I) the amount of the Interim Advances does not exceed at any time Three Million and No/100 Dollars ($3,000,000.00), (ii) the aggregate outstanding principal balance of the Revolving Loans does not exceed the Maximum Revolving 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 thirty (30) days of the initial occurrence of the Interim Advance, no future advances may be made to Borrowers without the consent of all Lenders until the Interim Advance is repaid in full. Neither 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 Representative, on behalf of any Borrower, makes a request for a Revolving Loan as provided herein 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 such Borrower disproportionately (a "Disproportionate Advance") out of Agent's own funds on behalf of Lenders, which advance shall be on the same day as Borrower Representative's request therefor with respect to Prime Rate Loans if Borrower Representative notifies Agent of such request by 1:00 P.M., Chicago time on such day, and request settlement in accordance with Section 19 hereof such that upon such settlement each Lender’s Revolver Commitment's share 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, electronic mail or other similar form of teletransmission of the proposed advance on the same day Agent is notified or deemed notified by Borrower Representative of such Borrower's request for an advance pursuant to this Section 2(a). Each Lender shall remit, to the demand deposit account designated by a 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 1:00 P.M., 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 1:00 P.M., Chicago time, and (ii) with respect to LIBOR Rate Loans, at or prior to 10:30 A.M., Chicago time, on the date such LIBOR Rate Loans are to be advanced, immediately available funds in an amount equal to such Lender’s '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 Agent as required under this Agreement (Aa "Defaulting Lender") the Borrowers and Defaulting Lender severally agree to repay to 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 to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Defaulting Lender 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, for each day from the date such amount is made available to a Borrower until the date such amount is repaid to Agent (x) in the case of a Defaulting Lender at the rate published by the Federal Reserve Bank of New York on the next succeeding Business Day as the "Federal Funds Rate" or if no such rate is published for any Business Day, at the average rate quoted for such day for such transactions from three (3) federal funds brokers of recognized standing selected by Agent, and (y) in the case of Borrowers, at the interest rate applicable at such time for such Loans; provided, that Borrowers' obligation to repay such advance to Agent shall not relieve such Defaulting Lender of its liability to Agent for failure to settle as provided in this Agreement. Each Borrower hereby authorizes Agent, in its 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: the Borrower Representative, on behalf of the Borrower requesting such Revolving Loan, shall give Agent same day notice, no later than 1:00 P.M. (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 the Borrower Representative 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 a Borrower maintains a controlled disbursement account at LaSalle, 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 Borrowers, Agent may permit telephone requests for Revolving Loans and shall be due and payable on the Maturity Date orelectronic transmittal of instructions, if earlierauthorizations, agreements or reports to Agent by Borrower Representative, on the date on which they are declared due and payable pursuant behalf of Borrowers. Unless Borrower Representative specifically directs Agent in writing not to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstandingaccept or act upon telephonic or electronic communications from Borrower Representative, Agent shall have no liability to Borrowers for any loss or damage suffered by Borrower Representative or any 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 by Borrower Representative and Agent shall have no duty to verify the right (but not origin of any such communication or the obligation)authority of the Person sending it. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Revolving Loan requested by Borrower Representative, or deemed to be requested by Borrower Representative, as follows: the proceeds of each Revolving Loan requested under Section 2(a) shall be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the exercise case of its Permitted Discretionthe initial borrowing, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reservesin accordance with the terms of the written disbursement letter from Borrower Representative, and other Reserves against in the Borrowing Base case of each subsequent borrowing, by wire transfer or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product ReserveAutomated Clearing House (ACH) transfer to such bank account as may be agreed upon by Borrower Representative and 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 Representative.

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, whether delivered pursuant to Schedule 5.2 or otherwise) 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; provided, that Agent shall endeavor to notify Borrowers in writing (including by e-mail) at 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, and upon the terms and conditions contained herein, each of the Lenders severally, but not jointly, agrees to make Revolving Loans to the respective Borrowers through Lenders' Agent, and authorizes and appoints Lenders' Agent to make such Revolving Loans to the respective Borrowers, for the account of and as agent for Lenders, from time to time in an amount equal to such Lender's pro rata share, based on its Commitment Percentage, of the amounts requested by each such Borrower or by Borrowers' Agent on behalf of and as agent for each such Borrower, up to the amount equal to the sum of: (i) (A) with respect to each of Terex, Koehring and PPM US, seventy five (75%) percent of its respective Net Amount of Eligible Accounts, and (B) with respect to Clark, seventy (70%) percent of its Net Amount of Eligible Accounts, ▇▇▇s (ii) the Applicable Inventory Percentage(s) of the Value of Eligible Inventory of such Borrower, less (iii) any Availability Reserves established as to such Borrower in accordance with this Agreement. (b) Lenders' Agent, may, in its discretion, from time to time, upon not less than five (5) days' prior notice to Borrowers' Agent, (i) reduce the lending formula with respect to Eligible Accounts for any Borrower to the extent that Lenders' Agent determines in good faith that: (A) the dilution with respect to the Accounts for such Borrower for any period (based on the ratio of (1) the aggregate amount of reductions in Accounts for such Borrower other than as a result of payments in cash to (2) the aggregate amount of total sales of such 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 such Borrower has declined or (ii) reduce the lending formula(s) with respect to Eligible Inventory for any Borrower to the extent that Lenders' Agent determines in good faith that: (A) the number of days of the turnover of the Inventory of such Borrower for any period has changed in any material adverse respect or (B) the liquidation value of the Eligible Inventory of such Borrower, or any category thereof, has decreased, or (C) the nature and quality of the Inventory of such Borrower has deteriorated in any material respect or the mix of such Inventory has changed materially and adversely. In determining whether to reduce the lending formula(s), Lenders' Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts, Eligible Inventory or in establishing Availability Reserves. (c) Except in the discretion of Lenders' Agent, the aggregate amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time to all Borrowers shall not exceed the Maximum Credit and the aggregate Revolving Loans outstanding at any time to all Borrowers based on the aggregate Value of Eligible Inventory of all Borrowers shall not exceed the Inventory Loan Limit at such time. Subject to the terms and conditions of this Agreement, the respective Borrowers 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 Lenders' Agent to be available to them 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, shall constitute Obligations and shall be due and payable on exceed the Maturity Date oramounts available under the lending formulas, if earlierthe Inventory Loan Limit, on the date on which they are declared due and payable pursuant to the terms sublimits for Letter of this Agreement. (cCredit Accommodations set forth in Section 2.2(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 Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lenders or Lenders' Agent in that circumstance or on any future occasions and Borrowers shall, upon demand by Lenders' Agent upon Borrowers' Agent, which may be made at any time or from time to time, immediately repay to Lenders' Agent 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 prior to the term of this AgreementMaturity Date, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans denominated in Dollars (“Revolving Loans”) to Borrowers in an aggregate amount (after giving effect to such Revolving Loan) 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 most recent Borrowing Base Certificate delivered by Borrowers to Agent, whether delivered pursuant to Schedule 5.2 or otherwise) 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 prior to the term of this AgreementMaturity 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 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; provided that Agent shall provide the Administrative Borrower with three (3) Business Days’ notice in writing (including by e-mail) at the time any such Reserve in a material amount is to be established or increased (during which period (i) the Agent shall, if requested, discuss such determination with the Administrative Borrower and (ii) the Administrative Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in each case in a manner and to the extent reasonably satisfactory to the Agent); provided further that a non-willful failure of Agent to so provide such notice to the Administrative Borrower or to discuss such determination with the Administrative Borrower 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 Receivables 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, 3QD Earnout Reserves and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, 3QD Earnout 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 or exclusion based on eligibility criteria 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 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, 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 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. No portion of any Loan will be funded or held with “plan assets,” as defined by the U.S. Department of Labor Regulation found at 29 C.F.R. Section 2510.3--101, as modified by Section 3(42) of ERISA. (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 Base, Availability, or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least 3 Business Days prior to the date on which any such reserve is to be established or increased; 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 definitions of Eligible Accounts, Eligible Inventory, and Eligible M&E, as applicable, 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. (d) Anything to the contrary in this Agreement notwithstanding, the portion of the Borrowing Base comprised of Eligible Cash may be adjusted, based on Agent’s Permitted Discretion, on a daily basis to reflect the aggregate amount of Eligible Cash as of the open of business on each business day as verified by Agent (which verification may be by receipt by Agent from the applicable Lender or Borrowers of screenshots of each website of each applicable deposit bank or securities intermediary describing the balance in each applicable account holding Eligible Cash).

Revolving Loans. (a) Subject The Applicable Margin with respect to the terms and conditions of this AgreementRevolving Loans shall be subject to reduction or increase, as applicable, and during as set forth in the term tables below, based upon the Leverage Ratio of the Borrower set forth on a pro forma basis in any Request for Advance and as reflected in the financial statements required to be delivered for the fiscal quarter most recently ended pursuant to Section 6.1 or Section 6.2 hereof. The adjustment provided for in this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severallySection 2.3(f) 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: shall be effective (A) with respect to an increase of the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such timeApplicable Margin, 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 the second (based upon 2nd) Business Day after the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum earlier of (1) with respect to Base Rate Advances, the Letter of Credit Usage at such timeday on which any Request for Advance is delivered, plus (2) with respect to LIBOR Advances, the principal amount of Swing Loans outstanding at such time. day on which the requested Advance is made or (b3) Amounts borrowed the day on which financial statements are required to be delivered to the Administrative Agent pursuant to this Section 2.1 Sections 6.1 and 6.2 hereof, as the case may be repaid andbe, subject and (B) with respect to a decrease in the Applicable Margin, as of the second (2nd) Business Day after the earlier of (1) with respect to Base Rate Advances, the day on which any Request for Advance is delivered, (2) with respect to LIBOR Advances, the day on which the requested Advance is made or (3) except with respect to Interest Periods ending (or other payments of interest occurring) before the date that such financial statements are actually delivered to the terms and conditions Administrative Agent, the day on which such financial statements are required to be delivered to the Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding the foregoing, if the Borrower shall fail to deliver financial statements within forty-five (45) days after the end of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loansfirst three fiscal quarters of the Borrower's fiscal year (or within ninety (90) days after the end of the last fiscal quarter of the Borrower's fiscal year), together with interest accrued and unpaid thereonas required by Sections 6.1 or 6.2 hereof, shall constitute Obligations and it shall be due and payable on conclusively presumed that the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant Applicable Margin is based upon a Leverage Ratio equal to the terms of this Agreement. highest level set forth in the table below for the period from and including the forty-sixth (c46th) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right day (but not the obligation)or ninety-first (91st) day, in the exercise case of its Permitted Discretionthe last quarter) after the end of such fiscal quarter, as the case may be, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or Business Day following the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established delivery by Agent shall have a reasonable relationship the Borrower to the eventAdministrative Agent of such financial statements: ------------------------------------------------------------------------------- Base Rate LIBOR Advance Advance Applicable Applicable Leverage Ratio Margin Margin ------------------------------------------------------------------------------- A. Greater than or equal to 5.50 to 1.00 2.50% 3.50% ------------------------------------------------------------------------------- B. Greater than or equal to 4.50 to 1.00, condition2.25% 3.25% but less than 5.50 to 1.00 ------------------------------------------------------------------------------- C. Greater than or equal to 4.00 to 1.00, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained.2.00% 3.00% but less than 4.50 to 1.00 ------------------------------------------------------------------------------- D. Less than 4.00 to 1.00 1.75% 2.75% -------------------------------------------------------------------------------

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 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 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 ▇▇▇▇▇▇'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 ▇▇▇▇▇▇'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 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 Landlord Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Landlord 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, Landlord 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, Landlord 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 AgreementAgreement and Financing Order, 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 Prepetition Obligations outstanding at such timetime (including any Reinstated Prepetition Obligations then outstanding), 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 to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans Prepetition Obligations outstanding at such timetime (including any Reinstated Prepetition Obligations then outstanding). (b) 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, Bank Product Reserves, Carveout Reserve, and other Reserves against the Borrowing Base or the Maximum Revolver Amount; provided that, prior to entry of the Final Order, the Agent shall not establish, increase or decrease any Receivable Reserves, Bank Product Reserves, Carveout Reserve or other Reserves against the Maximum Revolver Amount (without affecting its rights in respect of Reserves against the Borrowing Base). (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the 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. (cd) Anything to the contrary in this Section 2.1 notwithstanding, Agent at no time shall have Revolver Usage plus the right amount of Prepetition Obligations then outstanding (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 including any Reinstated Prepetition Obligations then outstanding) exceed the Maximum Revolver Amount. The amount of any Receivable Reserve. (e) From and after the date hereof, Inventory Reserve, Bank Product Reserve, notwithstanding anything to the contrary in this Agreement or other Reserve established Loan Documents, (i) Lenders shall only be required to make, and Borrowers shall only be permitted to request, Revolving Loans (x) to pay accrued expenses in the Approved Budget, as and when such expenses are due and payable by Agent shall have a reasonable relationship to Borrowers, and (y) in accordance with the eventother terms and conditions of the Financing Order, conditionthis Agreement, and the other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintainedLoan Documents.

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, 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 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 ▇▇▇▇▇▇'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 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 and upon the terms and conditions of this Agreement, and during the term of this Agreementset forth herein, each RL Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Lender agrees (severallyLoan Maturity Date, not jointly or jointly and severally) to make one or more revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser ofBorrowers, which Revolving Loans: (i) such Lender’s Revolver Commitmentshall, orat the option of the Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans made as part of the same Borrowing shall at all times be of the same Type; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed, for any Lender, at any time an aggregate outstanding principal amount which, when added to such Lender’s Pro Rata Share RL Percentage 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 Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, plus (z) the principal amount of Swing Loans outstanding at such time, ; and (Biv) the shall not exceed, for all Lenders, at any time an aggregate outstanding principal amount equal which, when added 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 (1x) the 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 time and (2y) the aggregate principal amount of Swing all Swingline Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be exclusive of Swingline Loans which are repaid andwith the proceeds of, subject to and simultaneously with the terms and conditions incurrence of, the respective incurrence of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans) then outstanding, together with interest accrued equals the lesser of (A) the Total Revolving Loan Commitment 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. (cB) 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 ReserveBase, 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 maintainedas then in effect.

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 (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 to, and upon the terms and conditions contained herein, Lenders agree to make Revolving Loans by way of Canadian Prime Rate Loans, US Prime Rate Loans, SOFR Loans, Term ▇▇▇▇▇ Loans or Daily Compounded ▇▇▇▇▇ Loans to the Borrower, on or before the Maturity Date, from time to time in amounts requested by the Borrower up to the amount equal to the sum of the following amounts (the “Revolving Loans Borrowing Base”), which shall be determined on a monthly basis (increasing to a weekly basis so long as a Trigger Event is continuing) in accordance with the updated Borrowing Base Certificate most recently delivered to the Administrative Agent and in all cases without duplication: (i) with respect to cash and Cash Equivalents: (A) one hundred percent (100%) of unrestricted cash or Cash Equivalents on deposit with a Lender or credited to a Blocked Account subject to the first priority, valid and perfected security interest of the Administrative Agent, subject to Permitted Liens provided that the Borrower will promptly notify Administrative Agent if the amount included in the most recent Borrowing Base Certificate pursuant to this AgreementSection 2.1(a)(i)(A) decreases by an amount equal to $1,000,000 or greater; plus (B) eighty-five percent (85%) of net equity value maintained in securities accounts subject to the first priority, valid and perfected security interest of the Administrative Agent, subject to Permitted Liens; plus (ii) with respect to Accounts: (A) eighty-five percent (85%) of the Net Amount of Eligible Accounts which are not Investment Grade Accounts, Foreign Accounts or Credit Enhanced Accounts; plus (B) ninety percent (90%) of Net Amount of Eligible Accounts which are Investment Grade Accounts or Credit Enhanced Accounts; plus (C) fifty percent (50%) of the Net Amount of Eligible Accounts which are Foreign Accounts, but not Investment Grade Accounts or Credit Enhanced Accounts; provided that in no event shall availability from such Accounts exceed $5,000,000 at any time; plus (iii) with respect to unbilled Accounts, fifty percent (50%) of the amount of unbilled Accounts which, if billed, would be Eligible Accounts; provided that in no event shall availability from such unbilled Accounts exceed $15,000,000 at any time; plus (iv) with respect to supplier rebates, eighty percent (80%) of earned supplier rebates (net of any contras) during the term of this Agreementperiod each year commencing July 1 and ending December 31; plus (v) with respect to Eligible Inventory: (A) that is hedged CME Grains, 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: (i1) such Lender’s Revolver Commitment, orninety percent (90%) of the Net Orderly Liquidation Value; and (ii2) ninety percent (90%) of the current market price; plus (B) that is fertilizer, the lesser of: (1) ninety percent (90%) of the Net Orderly Liquidation Value; and (2) seventy percent (70%) of the lower of first-in, first-out (FIFO) cost and net realizable value; plus (C) not included in (A) or (B), the lesser of: (1) ninety percent (90%) of the Net Orderly Liquidation Value; and (2) seventy percent (70%) of the lower of weighted average cost and net realizable value; plus (D) with respect to prepaid agronomy products, seventy percent (70%) of the prepaid amount; plus (E) with respect to grain forward contracts: (1) eighty percent (80%) of contract equity on grain forward contracts with 12 months or less until the delivery date thereunder; plus (2) seventy percent (70%) of contract equity on grain forward contracts with more than 12 months but no more than 18 months until the delivery date thereunder; provided, however, that one hundred percent (100%) of the losses on forward contract equity shall be deducted for purposes of calculating the Revolving Loans Borrowing Base; and provided further that availability from such Lender’s Pro Rata Share of an amount equal forward contracts shall not exceed $50,000,000 at any time; (vi) with respect to Eligible Real Estate Collateral the lesser of: (A) 50% of the amount equal to (1) the Maximum Revolver Amount less (2) the sum Fair Market Value of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, andEligible Real Estate Collateral; or (B) 75% of the amount equal Forced Sale Value of such Eligible Real Estate Collateral; To a maximum of 25% of the Revolving Loans Borrowing Base; plus (vii) with respect to Eligible Machinery and Equipment the lesser of: (1A) 100% of the Net Forced Liquidation Value; or (B) 90% of the Net Orderly Liquidation Value; To a maximum of 5% of the Revolving Loans Borrowing Base; (viii) less any Availability Reserves. (b) Administrative Agent may, in its discretion, from time to time (i) reduce the Revolving Loans Borrowing Base as of such date with respect to Eligible Accounts to the extent that: (A) Administrative Agent determines that the dilution with respect to the 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 timethe net reductions in Accounts (including, plus without limitation, credit notes, bad debts and other rebates but only including the amount by which the amount of an Eligible Account cancelled exceeds the amount of an Eligible Account issued in replacement thereof) other than as a result of payments in cash, to (2) the principal aggregate amount of Swing total sales) exceeds five (5%) percent; or (B) the general creditworthiness of account debtors has declined; and/or (ii) reduce the Revolving Loans outstanding at Borrowing Base with respect to Eligible Inventory to the extent that Administrative Agent determines (as demonstrated by the most recent appraisal or financial statements received by Administrative Agent) that: (A) the number of days of the turnover of the Inventory for any period has changed in any material respect, unless such timechange has arisen as a result of general market conditions, or (B) the value of the Eligible Inventory, or any category thereof (based on the relevant measure of value used in paragraph (a) above to determine the amount to be included in the computation of the Revolving Loans Borrowing Base limit) has decreased, or (C) the nature and quality of the Inventory has deteriorated. In determining whether to reduce the Revolving Loans Borrowing Base, Administrative 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 pursuant to this Section 2.1 may be repaid and, subject to In the terms and conditions event that the outstanding Canadian Dollar Amount 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 and unpaid thereonor the aggregate Canadian Dollar Amount of the outstanding Revolving Loans, shall constitute Obligations and shall be due and payable on exceed the Maturity Date or, if earlier, on amount of 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 Revolving Loans Borrowing Base or the Maximum Revolver Amount. The Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Administrative Agent or Lenders in that circumstance or on any future occasions and the Borrower shall, upon demand by Administrative Agent acting upon the instructions of all Lenders, which may be made at any time or from time to time, repay to Lenders the entire amount of any Receivable Reserve, Inventory Reserve, Bank Product Reservesuch excess(es) for which payment is demanded within two (2) Business Days of demand. (d) Borrower may: (i) from time to time pay or prepay any Revolving Loan without premium or penalty by providing one (1) Business Day notice to Administrative Agent of such repayment or prepayment specifying the amount of Revolving Loans being repaid or prepaid and the repayment or prepayment date. (ii) cancel the entire unused line of Revolving Loans at any time, or other Reserve established any part thereof from time to time, by Agent shall have a reasonable relationship notice to the event, condition, other circumstance, or fact that is Administrative Agent thereof specifying the basis for amount to be cancelled and the effective date of such reserve and cancellation (which may be no earlier than the following Business Day). The Maximum Revolver Credit shall not be duplicative automatically reduce by the amount of any other reserve established and currently maintainedsuch cancellation on the effective date of cancellation specified. (e) For the purposes of this Section 2.1, where a notice is required to be delivered by the Borrower on a particular day but the deadline for delivery of such notice is not specified, such deadline shall be 12:00 pm (Toronto 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 '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 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 the sum of (1) the Letter of Credit Usage at such time, plus (2) 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 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 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 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 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 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 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 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 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, 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 (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to Section 2.1(c)), 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 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), from time to time and in the exercise of its Permitted Discretion, to establish and increase establish, release, 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 Equipment Inventory, Eligible Parts and Tools Inventory, and Eligible Rolling Stock 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 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 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 Commitmenteighty-five percent (85%) of the Net Amount of Eligible Domestic Accounts, orplus (ii) such Lender’s Pro Rata Share eighty-five percent (85%) of an amount equal to the Net Amount of Acceptable Foreign Accounts described in clause (i) of the definition of Acceptable Foreign Account, plus (iii) seventy percent (70%) of the Net Amount of Acceptable Foreign Accounts (other than Acceptable Foreign Accounts described in clause (i) of the definition of Acceptable Foreign Account), plus (iv) the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y1) seventy percent (70%) of the Letter Value of Credit Usage at such time, Eligible Inventory consisting of finished goods which have been appropriately packaged in cans plus (z2) fifty percent (50%) of the principal amount Value of Swing Loans outstanding at such time, and Eligible Inventory consisting of raw seed or (B) the amount equal to to: (1) the Borrowing Base as Maximum Credit at such time minus (2) the aggregate of the Letter of Credit Percentages of the then undrawn amounts of the outstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventory, less (v) the Supplier Reserve at such date time, less (vi) any Availability Reserves. (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 and/or Acceptable Foreign Accounts to the extent that Lender determines in good faith that: (A) the dilution with respect to the 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 time. (btotal sales) Amounts borrowed pursuant to this Section 2.1 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 or (ii) reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Lender determines that: (A) 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 (B) the liquidation value of the Eligible Inventory, together with interest accrued or any category thereof, has decreased, or (C) 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 Accounts, Acceptable Foreign Accounts, 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(c) 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 in an amount at any one time outstanding not to exceed the lesser of: (i) such LenderL▇▇▇▇▇’s Revolver Commitment, or (ii) such LenderL▇▇▇▇▇’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. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, and during the term Term, Agent on behalf of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to shall make revolving loans and advances (“the "Revolving Loans”") to one or more Borrowers in an aggregate amount at any one time outstanding not up to exceed the lesser of: (x) the Maximum Revolving Loan Limit minus the Letter of Credit Obligations or (y) the sum of the following sublimits (the "Revolving Loan Limit") minus the Letter of Credit Obligations: (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 each Borrower's business) of Eligible Accounts of the Borrowers; plus (ii) such Lender’s Pro Rata Share of an amount equal Up to the lesser of: : (A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (ywithout duplication) sixty percent (60%) of the lower of cost or market value on a FIFO basis of the Eligible Inventory of each Borrower; and (B) Two Million Dollars ($2,000,000); minus (iii) such reserves as Lender elects, in its reasonable discretion, to establish from time to time. The aggregate unpaid principal balance of the Revolving Loans made to all Borrowers plus the outstanding Letter of Credit Usage Obligations of the Borrowers shall not at such time, plus any time exceed the lesser of (zi) the principal amount of Swing Loans outstanding at such time, and Revolving Loan Limit and (Bii) the amount equal to Maximum Revolving Loan Limit (1) the Borrowing Base as each of such date (based upon amounts may be increased or decreased by Agent, in its sole discretion). If at any time the most recent Borrowing Base Certificate delivered by outstanding Revolving Loans made to all Borrowers to Agent) less exceed either the sum Revolving Loan Limit or the Maximum Revolving Loan Limit, or any portion of (1) the Revolving Loans plus the outstanding Letter of Credit Usage at Obligations exceed any applicable sublimit within the Revolving Loan Limit, the Borrowers shall immediately, and without the necessity of demand by Agent, pay to Agent such timeamount as may be necessary to eliminate such excess, plus (2) and Agent shall apply such payment to the principal amount outstanding Revolving Loans in such order as Agent shall determine in its sole discretion; provided, however, that if such excess results from any establishment of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant reserves by Agent or from the imposition of any modification to the eligibility criteria set forth in the definitions of Eligible Accounts and Eligible Inventory or in this Section 2.1 2(a) in such a manner that items heretofore eligible thereunder are rendered ineligible, Borrowers shall have five (5) days to eliminate such excess. Each Borrower hereby authorizes Agent, in its sole discretion, to charge any accounts of the Borrowers maintained at LaSalle Bank 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. All Revolving Loans shall, in Agent's sole discretion, be evidenced by one or more promissory notes in form and substance satisfactory to Agent. However, if such Revolving Loans are not so evidenced, such Revolving Loans may be repaid andevidenced solely by entries upon the books and records maintained by Agent. A request for a Revolving Loan shall be made or shall be deemed to be made, subject to each in the terms and conditions following manner: Borrower shall give Agent same day notice, no later than 12:00 P.M. (Philadelphia time) for such day, of this Agreementits request for a Revolving Loan, reborrowed at any time during in which notice such Borrower shall specify the term of this Agreement. The outstanding principal amount of the Revolving Loansproposed borrowing and the proposed borrowing date; provided, together with interest accrued and unpaid thereonhowever, that no such request may be made at a time when there exists an Event of Default. Each check or request for payment against the control disbursement account maintained by Borrowers at LaSalle Bank 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 a request for a Revolving Loan. As an accommodation to the terms Borrowers, Agent may permit telephone requests for Revolving Loans and electronic transmittal of this Agreement. (c) Anything instructions, authorizations, agreements or reports to the contrary Agent by Borrowers. Unless such Borrower specifically directs Agent in this Section 2.1 notwithstandingwriting not to accept or act upon telephonic or electronic communications from it, Agent shall have no liability to such Borrower for any loss or damage suffered by such 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 by such Borrower, and Agent shall have no duty to verify the right origin of any such communication or the authority of the Person sending it (but not such request must purport to be sent by an Authorized Officer). Each Borrower hereby irrevocably authorizes Agent to disburse the obligation)proceeds of each Revolving Loan requested by such Borrower, or deemed to be requested by such Borrower, as follows: the proceeds of each Revolving Loan requested under Section 2(a) shall be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the exercise case of its Permitted Discretionthe initial borrowing, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reservesin accordance with the terms of the written disbursement letter from Borrower, and other Reserves against in the Borrowing Base case of each subsequent borrowing, by wire transfer or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product ReserveAutomated Clearing House (ACH) transfer to such bank account as may be agreed upon by such Borrower and 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 written direction from 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 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:: 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 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 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 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) [Reserved]. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the 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 ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇ 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 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 Revolving Lender agrees a "REVOLVING LOAN" or "LOAN" or, collectively, the "REVOLVING LOANS" or "LOANS") plus the Stated Amount of all letters of credit issued pursuant to Section 2.B hereof (severally, not jointly or jointly and severallythe "LETTERS OF CREDIT") to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding shall not exceed Forty-Five Million Dollars ($45,000,000) (such amount hereinafter referred to exceed as the lesser of: (i) such Lender’s Revolver Commitment, or (ii) such Lender’s Pro Rata Share "COMMITMENT" 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 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) if the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) is less than the Maximum Revolver Amount, the GFC 2021 Notes Indenture Cap Cushion Amount, 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, plus (z) if the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) is greater than or equal to the Maximum Revolver Amount, the GFC 2021 Notes Indenture Cap Cushion 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, 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, the Last-Out Term Loan Reserve, and other Reserves against the Borrowing Base, any Borrowing Base (Individual), the Maximum Real Property Sublimit Amount, and/or the Maximum Revolver Amount; provided, that (i) except at the instruction of the Required Last-Out Term Loan Lenders, Agent shall have the obligation the impose the Last-Out Term Loan Reserve, if any, against the Maximum Revolver Amount, and (ii) except at the instruction of the Required Last-Out Term Loan Lenders and the Required Revolving 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, Last-Out Term Loan 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 AgreementAgreement and the Other Agreements, and during the term of this AgreementOriginal Term and any Renewal Term, each Revolving Lender Lender, severally and not jointly, agrees (severallyabsent the occurrence of an Event of Default, not jointly or jointly and severally) to make its Pro Rata Share of revolving loans and advances (“the "Revolving Loans”") requested by Borrower Representative on behalf of each 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 up to the sum of the following sublimits (the "Revolving Loan Limit"): (i) Up to eighty-five percent (85%) 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 AMCON's business) of AMCON's Eligible Accounts; plus (ii) Up to eighty percent (80%) 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 such Borrower's business) of such Borrower's Eligible Accounts (other than AMCON's Eligible Accounts) or the Subsidiary Accounts Sublimit; whichever is less, plus (iii) Up to eighty-five percent (85%) of the lower of cost or market value of Eligible Cigarette Inventory or Twenty Million and No/100 Dollars ($20,000,000.00), whichever is less; plus (iv) Up to seventy percent (70%) of the lower of cost or market value of AMCON's Eligible Inventory (consisting solely of AMCON's Eligible Inventory other than Eligible Cigarette Inventory set forth in clause (iii) above) or Twelve Million and No/100 Dollars ($12,000,000.00), whichever is less; plus (v) Up to sixty percent (60%) of the lower of cost or market value of such Borrower's Eligible Inventory (other than AMCON's Eligible Inventory or Eligible Cigarette Inventory) or the Subsidiary Inventory Sublimit, whichever is less; plus (vi) Up to (i) Two Million and No/100 Dollars ($2,000,000.00) from April 14, 2005 through June 30, 2005; and (ii) One Million and No/100 Dollars ($1,000,000.00) from July 1, 2005 through September 29, 2005; as a Special Accommodation to be made available each Monday of every week and to be reduced to Zero and No/100 Dollars ($0.00) by each Thursday of the same week, said Special Accommodation Loan shall be reduced to and remain at Zero and No/100 Dollars ($0.00) on September 30, 2005; minus (vii) such reserves as Agent elects, in its sole discretion to establish from time to time, including without limitation, a reserve with respect to Rate Hedging Obligations; provided, that the Revolving Loan Limit shall in no event exceed Fifty Five Million and No/100 Dollars ($55,000,000.00) less the then-outstanding principal balance of Term Loan A, thereafter (the "Maximum Revolving Loan Limit") except as such amount may be increased or, following the occurrence of an Event of Default, decreased by Agent from time to time, in Agent's sole discretion. The aggregate unpaid principal balance of the Revolving Loans 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 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 (the "Overadvance"), Borrowers shall immediately, and without the necessity of demand by Agent, pay to Agent such amount as may be necessary to eliminate such Overadvance and Agent shall apply such payment to the Revolving Loans in such order as Agent shall determine in its sole discretion; provided that Agent may, in its sole discretion, permit such Overadvance (the "Interim Advance") to remain outstanding and continue to advance Revolving Loans to Borrowers on behalf of Lenders without the consent of any Lender for a period of up to thirty (30) calendar days, so long as (i) the amount of the Interim Advances does not exceed at anytime Three Million and No/100 Dollars ($3,000,000.00), (ii) the aggregate outstanding principal balance of the Revolving Loans does not exceed the Maximum Revolving 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 thirty (30) days of the initial occurrence of the Interim Advance, no future advances may be made to Borrowers without the consent of all Lenders until the Interim Advance is repaid in full. Neither 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 Representative, on behalf of any Borrower, makes a request for a Revolving Loan as provided herein Agent, at its option and in its sole discretion, shall do either of the following: (i) Manually Numbered advance the amount of the proposed Revolving Loan to such Borrower disproportionately (a "Disproportionate Advance") out of Agent's own funds on behalf of Lenders, which advance shall be on the same day as Borrower Representative's request therefor with respect to Prime Rate Loans if Borrower Representative notifies Agent of such request by 1:00 P.M., Chicago time on such day, and request settlement in accordance with Section 19 hereof such that upon such settlement each Lender’s Revolver Commitment's share 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, electronic mail or other similar form of teletransmission of the proposed advance on the same day Agent is notified or deemed notified by Borrower Representative of such Borrower's request for an advance pursuant to this Section 2(a). Each Lender shall remit, to the demand deposit account designated by a 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 1:00 P.M., 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 1:00 P.M., Chicago time, and (ii) with respect to LIBOR Rate Loans, at or prior to 10:30 A.M., Chicago time, on the date such LIBOR Rate Loans are to be advanced, immediately available funds in an amount equal to such Lender’s '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 Agent as required under this Agreement (Aa "Defaulting Lender") the Borrowers and Defaulting Lender severally agree to repay to 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 to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers Defaulting Lender 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, for each day from the date such amount is made available to a Borrower until the date such amount is repaid to Agent (x) in the case of a Defaulting Lender at the rate published by the Federal Reserve Bank of New York on the next succeeding Business Day as the "Federal Funds Rate" or if no such rate is published for any Business Day, at the average rate quoted for such day for such transactions from three (3) federal funds brokers of recognized standing selected by Agent, and (y) in the case of Borrowers, at the interest rate applicable at such time for such Loans; provided, that Borrowers' obligation to repay such advance to Agent shall not relieve such Defaulting Lender of its liability to Agent for failure to settle as provided in this Agreement. Each Borrower hereby authorizes Agent, in its 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: the Borrower Representative, on behalf of the Borrower requesting such Revolving Loan, shall give Agent same day notice, no later than 1:00 P.M. (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 the Borrower Representative 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 a Borrower maintains a controlled disbursement account at LaSalle, 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 Borrowers, Agent may permit telephone requests for Revolving Loans and shall be due and payable on the Maturity Date orelectronic transmittal of instructions, if earlierauthorizations, agreements or reports to Agent by Borrower Representative, on the date on which they are declared due and payable pursuant behalf of Borrowers. Unless Borrower Representative specifically directs Agent in writing not to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 notwithstandingaccept or act upon telephonic or electronic communications from Borrower Representative, Agent shall have no liability to Borrowers for any loss or damage suffered by Borrower Representative or any 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 by Borrower Representative and Agent shall have no duty to verify the right (but not origin of any such communication or the obligation)authority of the Person sending it. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Revolving Loan requested by Borrower Representative, or deemed to be requested by Borrower Representative, as follows: the proceeds of each Revolving Loan requested under Section 2(a) shall be disbursed by Agent in lawful money of the United States of America in immediately available funds, in the exercise case of its Permitted Discretionthe initial borrowing, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reservesin accordance with the terms of the written disbursement letter from Borrower Representative, and other Reserves against in the Borrowing Base case of each subsequent borrowing, by wire transfer or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product ReserveAutomated Clearing House (ACH) transfer to such bank account as may be agreed upon by Borrower Representative and 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 Representative.

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 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 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 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) 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 any 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 (zy) 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. (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 (i) a Port Inventory Reserve; provided, that upon Agent’s receipt of the Port Inventory Documentation, in form and substance reasonably satisfactory to Agent, in Agent’s sole discretion, the amount of the Port Inventory Reserve shall be duplicative reduced to $0 (the date of any other reserve established such reduction, the “Port Lien Subordination Date”), and currently maintained(ii) a Port A/R Reserve; provided, that upon Agent’s receipt of the Port A/R Documentation, in form and substance reasonably satisfactory to Agent, in Agent’s sole discretion, the amount of the Port A/R Reserve shall be reduced to $0 (the date of such reduction, the “Port Lien Release Date”).

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 each Borrower from time to time in an amounts requested by such Borrower or the Borrowers' Representative, the aggregate outstanding amount of which shall not at any one time outstanding not exceed (subject to exceed adjustment pursuant to Section 2.1(b)) the lesser sum of: (i) eighty (80%) percent (or eighty-five (85%) percent in the case of The Rug Barn, Inc.) of the Net Amount of Eligible Accounts of such Lender’s Revolver CommitmentBorrower, orplus (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 lesser of Credit Usage at (a) sixty (60%) percent of the Value of Eligible Inventory of such timeBorrower consisting of finished goods or (b) commencing subsequent to the receipt of the first new appraisal subsequent to the date hereof, the Orderly Liquidation Value Percentage of the Cost of such Eligible Inventory plus (2) the principal lesser of (a) sixty (60%) percent of the Value of Eligible Inventory of such Borrower consisting of raw materials for such finished goods or (b) commencing subsequent to the receipt of the first new appraisal subsequent to the date hereof, the Orderly Liquidation Value Percentage of the Cost of such Eligible Inventory, or (B) the amount equal to: (1) such Borrower's Inventory Sublimit minus (2) sixty (60%) percent of Swing Loans the then undrawn amounts of the outstanding at Letter of Credit Accommodations to such timeBorrower for the purpose of purchasing goods, less (iii) any Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 time, upon not less than five (5) Business Days prior notice to a Borrower, (i) reduce the lending formula with respect to Eligible Accounts to the extent that Lender determines in good faith in accordance with its customary credit policies that: (A) the dilution with respect to the Accounts for any period (based on the ratio of (1) the aggregate amount of reductions in Accounts other than as a result of payments in cash to (2) the aggregate amount of total sales) 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 or (ii) reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Lender determines in good faith in accordance with its customary credit policies that: (A) 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, together with interest accrued or (B) the liquidation value of the Eligible Inventory, or any category thereof, has decreased, or (C) 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 Accounts, Eligible Inventory or in establishing Availability Reserves. (c) Anything Except in Lender's discretion, the aggregate amount of the Loans and the Letter of Credit Accommodations outstanding to all Borrowers at any time shall not exceed 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 ReservesAggregate Maximum Credit, and other Reserves against the Borrowing Base aggregate amount of the Loans and the Letter of Credit Accommodations outstanding to any Borrower at any time shall not exceed the Maximum Credit for such Borrower. 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 Section 2.2(c) or the Maximum Revolver Amount. The Credit or Aggregate 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, 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 exceed: (i) at any time prior to the Borrowing Base Testing Period, the lesser (A) such ▇▇▇▇▇▇'s Revolver Commitment, and (B) such ▇▇▇▇▇▇'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: (iA) such Lender’s ▇▇▇▇▇▇'s Revolver Commitment, orand (iiB) such Lender’s ▇▇▇▇▇▇'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 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 AmountAmount (including, to the extent provided in Section 2.4(f)(v), the SBA Reserve). 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 '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.