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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers Borrower to Agent, as adjusted by Agent for Reserves established by Agent in accordance with Section 2.1(c)), from time to time) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by 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 Reserve and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; provided, that maintained. Agent shall endeavor to notify Administrative give Borrower at or before concurrent notice of the time 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 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 Discretionreserve.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 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 Report 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, as adjusted for Reserves established ) delivered by Agent in accordance with Section 2.1(c))Borrowers to Third Party Agent, less (2) the sum of (x) the Letter of Credit Revolver Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 2.01 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) may at any time, in the exercise of its Permitted Discretion, to time establish and increase one or decrease more Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount 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 any Reserve established by Agent, and any changes to the eligibility criteria an advance rate 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 Borrowing Base or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstanceotherwise), or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of otherwise restrict a Borrower’s ability to borrow hereunder. Agent (or, during any other reserve established and currently maintained or eligibility criteria; providedThird Party Agent Retention Period, that Agent a Third Party Agent) shall endeavor to notify Administrative Borrower at Representative promptly after the establishment of any Reserve; provided, however, under no circumstance shall the delivery or before the time receipt of any such Reserve in notice constitute a material amount is condition to be established or increasedAgent’s (or, during any Third Party Agent Retention Period, a Third Party Agent’s) establishment of any Reserve. Upon establishment or increase in ReservesFor the avoidance of doubt, Agent agrees to make itself available to discuss the Reserve (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 such Third Party Agent, as applicable) shall have no obligation in any circumstance to) increase, and Borrowers may take such action as may be required so reduce or release any Reserve 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 Discretionwas previously established under 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 Xxxxxx’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 Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established may be increased or decreased by Agent or Lender, in accordance with Section 2.1(c))its reasonable discretion. All Revolving Loans shall be deemed to be advanced, less (2) first, under the sum Overadvance Amount portion of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid 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 applicable Maturity Date orUnited States of America in immediately available funds, if earlierin the case of the initial borrowing, on the date on which they otherwise become due and payable pursuant to in accordance with 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 Reserves and against the written disbursement letter from Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions case of Eligible Accounts Receivableeach subsequent borrowing, 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 by wire transfer or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship Automated Clearing House (ACH) transfer 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 maintained 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 bank account as may be required so that the event, condition, circumstanceagreed upon by Borrowing Agent and Agent from time to time, or fact that is the basis for elsewhere if pursuant to a written direction from such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionBorrowing Agent.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Lender's Revolver Commitment, or (ii) such Xxxxxx’s 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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Adjusted Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained or eligibility criteria; providedmaintained, 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 determined by Agent in the exercise of its Permitted Discretiongood 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 in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 otherwise become 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) at any time, to establish or modify Reserves in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 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 change in eligibility and 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 of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor also establish a Reserve to notify Administrative Borrower at or before address 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 same event, condition, circumstance, condition or fact that is matter. Agent will provide three (3) Business Days prior notice to Administrative Loan Party before Agent establishes any new categories of Reserves after the Closing Date and will consult with Administrative Loan Party in connection with the basis for such reserve or increase no longer exists, in a manner and new categories of Reserves to the extent Administrative Loan Party is available in a reasonably satisfactory timely manner, provided, that the failure to Agent in the exercise of its Permitted Discretionconsult 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 and upon the terms and conditions contained herein, each Revolving Loan Lender severally (and not jointly) agrees to fund its Pro Rata Share of this AgreementRevolving Loans to Borrowers from time to time in amounts requested by Administrative Borrower up to the amount equal to the lesser of: (i) the Borrowing Base or (ii) the Revolving Loan Limit. (b) Except in Administrative and Collateral Agent’s discretion, with the consent of all Lenders other than the Sponsor Affiliated Lenders, (i) the aggregate principal amount of the Revolving Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Revolving Loan Limit. In the event that the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations exceed the amounts available pursuant to the Borrowing Base (prior to giving effect to Reserves established at the issuance of such Letter of Credit Accommodations), the Revolving Loan Limit or the sublimits for Letter of Credit Accommodations set forth in Section 2.2(e), as applicable, such event shall not limit, waive or otherwise affect any rights of any Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Administrative and Collateral Agent, which may be made at any time or from time to time, immediately repay to Administrative and Collateral Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded, or, if no Revolving Loans are then outstanding, provide cash collateral with respect to any Letter of Credit Accommodations outstanding in excess of the Borrowing Base or sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) in an amount equal to one hundred five percent (105%) of the amount of such excess plus the amount of any fees and expenses payable in connection therewith through the end of the expiration of such Letter of Credit Accommodations. (c) At Borrowers’ option, upon not less than five (5) Business Days prior written notice to Administrative and Collateral Agent by Administrative Borrower, Borrowers may permanently reduce the Revolving Loan Threshold Limit; provided, however, (i) no more than twenty (20) such reductions may be made during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment, or ; (ii) such Xxxxxx’s Pro Rata Share reductions are requested in increments of $10,000,000 and (iii) the Revolving Loan Threshold Limit may not be reduced to an amount equal that is less than $250,000,000 unless reduced to zero in connection with the lesser of: (A) termination of 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent Agreement in accordance with the provisions of Section 2.1(c)), less (213.1(a) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timehereof. (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 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) 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 otherwise become 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) 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 BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve or other Reserve established by 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 Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility Reserve and shall not be duplicative of any other reserve Reserve established and currently maintained 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 Discretionmaintained.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Administrative Agent in accordance with Section 2.1(c)), and Co-Collateral Agents) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time), in the exercise of its their Permitted Discretion, to establish and increase or decrease Receivable Reserves, Bank Product Reserves, and other Reserves and against the Borrowing Base, the Trailing 90 Day Collections or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by 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/CCo-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 Collateral Agents 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees Co-Collateral Agents agree to make itself themselves available to discuss the Reserve 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 Co-Collateral Agents in the exercise of its 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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Domestic In-Transit Inventory, Eligible International In-Transit Crude Oil, Inventory and Eligible InRe-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt 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 maintained 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 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 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date orhas decreased, if earlier, on the date on which they otherwise become 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) at any time, a material change in the exercise nature, quality or mix of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing BaseInventory. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth decrease 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 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 change risks which are also considered in eligibility 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 and currently maintained or eligibility criteriasuch 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 Agent (i) such reductions may only be requested in increments of $10,000,000; (ii) on and after giving effect to such reduction, no Event of Default shall endeavor exist or have occurred and be continuing; and (iii) the Revolving Loan Limit may not be reduced to notify Administrative Borrower at or before the time any such Reserve in a material an 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 less than $60,000,000 unless reduced to zero in connection with the basis for such reserve termination of the Agreement or increase no longer exists, the Revolving Loan Facility in a manner and to accordance with the extent reasonably satisfactory to Agent in the exercise provisions of its Permitted DiscretionSection 14.1 hereof.

Revolving Loans. (a) Subject Each Lender that has a Revolving Loan Commitment severally agrees to the terms lend to Borrowers, on a joint and conditions of this Agreementseveral basis, and from time to time during the term of this Agreement, each Revolving Lender agrees (severally, period from the Second Restatement Effective Date to but excluding the Commitment Termination Date an aggregate amount not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’s exceeding its Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal aggregate amount of the Revolving Loans, together with interest accrued Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and unpaid thereon, shall constitute Obligations and the aggregate original amount of the Revolving Loan Commitments is $30,000,000; provided that the Revolving Loan Commitments of Lenders shall be due and payable on adjusted to give effect to any assignments of the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable Revolving Loan Commitments pursuant to subsection 9.1B; and provided, further that the terms amount of this Agreement. the Revolving Loan Commitments shall be reduced (ci) Anything from time to time by the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any reductions thereto made pursuant to subsections 2.4A(iii), 2.4B(ii) and 2.4B(iii) and (ii) to $12,500,000 on September 30, 2001, if the Second Reserve established by Agent, and any changes Amount (as defined below) has been assigned to the eligibility criteria set forth in the definitions of an 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 Assignee or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship Assignees as provided herein and the NCP6 Acquisition is not consummated in accordance with this Agreement on or prior to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not date (such reduction to be duplicative of any other reserve established and currently maintained or eligibility criteriaapplied to reduce Lenders' Revolving Loan Commitments pro rata); provided, further that Agent a portion of all Lenders' aggregate Revolving Loan Commitments equal to $4,000,000 in the aggregate (the "FIRST RESERVE AMOUNT") shall endeavor to notify Administrative Borrower be reserved at or before all times only for use in connection with the time any such Reserve NCP6 Acquisition and as provided 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 subsection 2.5 provided 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 that the Second Reserve Amount (as defined below) has not been assigned to Agent in an Eligible Assignee or Eligible Assignees during the exercise Initial Syndication Period and the NCP6 Acquisition has not been consummated on or prior to September 30, 2001, such First Reserve Amount shall be cancelled at such time and the Revolving Loan Commitments of its Permitted Discretion.all Lenders shall be reduced pro rata by the

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountCredit, 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Credit. The amount of any Reserve established by 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, and 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 maintained 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 ReservesReserves and at Administrative Borrower’s request, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, 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 Each Bank severally agrees, subject to the fulfillment of the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (the “Revolving Loans”) to Borrowers in an amount at any one the Borrower from time outstanding not to exceed time during the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’s Pro Rata Share of an amount equal applicable Commitment Period. Subject to the lesser of: (A) provisions of this Agreement, Loans may be repaid in whole or in part, and amounts so repaid may be reborrowed, but in no event shall the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the aggregate principal amount of each Bank’s Revolving Loans plus such Bank’s Pro rata share of the LC Obligations and outstanding Swing Loans outstanding (if a participant in Swing Loans pursuant to Section 2.07(c) hereof) exceed at such time, and (B) any time the amount equal to (1) the Borrowing Base as then Commitment of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeBank. (b) Amounts borrowed The requesting of a Loan in and of itself pursuant to this a Notice of Borrowing constitutes a representation and warranty by the Borrower to the Banks and the Agents that the conditions specified in Section 2.1 5.01 hereof have been satisfied. Each oral request for a Revolving Loan (which request shall be promptly confirmed in writing as specified in Section 5.01 hereof) shall be made by a person authorized by the Borrower to do so and designated on Schedule 2.03, or as that Schedule may be repaid andamended from time to time in writing by the Borrower (each an “Authorized Fiscal Officer”), subject and the making of a Revolving Loan as provided herein shall conclusively establish the Borrower’s obligation to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the repay such Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementLoan. (c) Anything Immediately prior to the contrary in effectiveness of this Section 2.1 notwithstandingAgreement, Agent the outstanding principal balance of “Revolving Loans” under the 2004 Credit Agreement is $218,000,0000 and shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, be deemed to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agentbe, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivablehereby is converted into, 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 maintained 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 Discretionoutstanding Revolving Loans hereunder.

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 such Lender's Percentage of the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Available Amount 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 aggregate amount equal to (1) of the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)Commitments being a "COMPETITIVE BID REDUCTION"), less and such 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 (2) the sum of (x) the Letter of Credit Usage at such timeincluding, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid andwithout limitation, subject to 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 applicable Maturity Effective Date or, if earlier, or on the date on which they 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 third (3rd) Business Day thereafter shall initially be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, Alternate Base Rate Loans and Borrowers may take such action as thereafter may be required so that the event, condition, circumstance, continued as Alternate Base Rate Loans 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 converted into Eurocurrency Loans in the exercise of its Permitted Discretionmanner provided in Section 2.2.

Revolving Loans. (a) Subject The Borrower shall pay to the terms and conditions Tranche 1 Revolving Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of this Agreement, and during the term prepayment of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“any such Tranche 1 Revolving Loans”) to Borrowers in an amount at . Effecting any one time outstanding not to exceed increase of the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’s Pro Rata Share of an amount equal Tranche 1 Revolving Commitments under this Section is subject to the lesser of: following conditions precedent: (Ax) no Default or Event of Default shall be in existence on the amount equal to (1) the Maximum Revolver Amounteffective date of such increase, less (2) the sum of (y) the Letter representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of Credit Usage at a representation or warranty qualified by materiality, in which case such timerepresentation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, plus in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6., and (z) the principal amount Administrative Agent shall have received each of Swing Loans outstanding at the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of each Loan Party of (A) in the case of the Borrower, all corporate or other necessary action taken by the Borrower to authorize such time, and increase and (B) in the case of each Guarantor, all corporate or other necessary action taken by such Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Tranche 1 Revolving Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Tranche 1 Revolving Notes and/or Bid Rate Notes executed by the Borrower, payable to any such new Tranche 1 Revolving Lenders and replacement Tranche 1 Revolving Notes and/or Bid Rate Notes, as applicable, executed by the Borrower, payable to any such existing Tranche 1 Revolving Lenders increasing their respective Tranche 1 Revolving Commitments, in each case, in the amount equal to (1) the Borrowing Base as of such date (based upon Lender’s Tranche 1 Revolving Commitment at the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent time of the effectiveness of the applicable increase in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal aggregate amount of Swing Loans outstanding at such time. (b) Amounts borrowed the Tranche 1 Revolving Commitments. In connection with any increase in the aggregate amount of the Tranche 1 Revolving Commitments pursuant to this Section 2.1 2.17. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may be repaid andreasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, subject provide to the terms and conditions of this AgreementAdministrative Agent, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loansits name, together with interest accrued and unpaid thereonaddress, shall constitute Obligations and tax identification number and/or such other information as shall be due necessary for the Administrative Agent to comply with “know your customer” and payable on Anti-Money Laundering Laws, including without limitation, the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this AgreementPatriot Act. (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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Revolving Loan Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver CommitmentCommitment less its Pro Rata Share of the outstanding principal amount of the Term Loan at such time, or (ii) such XxxxxxLender’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 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 Report Certificate delivered by Borrowers Revolving Loan Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at upon not less than ten (10) days’ prior notice to Revolving Loan Borrower but no notice shall be required as long as any timeDefault 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve 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 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 Xxxxxx’s Revolver Commitment, or (ii) such XxxxxxLender’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 Amount 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter all Letters of Credit Usage at such time, plus then outstanding shall not exceed the Maximum Revolver Amount and (y) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to US Borrowers from time to time in an amount amounts requested by a US Borrower; provided that the aggregate outstanding US Dollar Amount of Revolving Loans and Letter of Credit Accommodations to US Borrowers at any one time outstanding do not to exceed the lesser of: : (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of at such date time or (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2ii) the sum US Revolving Maximum Credit less the Xxxx to Market Exposure of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeUS Borrowers under all their Hedge Agreements. (b) Amounts borrowed Agent may, in its reasonable credit judgment, from time to time: (i) reduce the lending formula with respect to Eligible Accounts to the extent that Agent determines 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 anticipated to increase in any material respect above historical levels or exceeds five (5%) percent; or (B) the general creditworthiness of account debtors has declined; or (ii) reduce the lending formula(s) with respect to Eligible Inventory to the extent that Agent determines that: (A) the number of days of the turnover of the Inventory for any period has changed in any material respect or (B) the liquidation value of the Eligible Inventory, or any category thereof, has decreased, or (C) the nature and quality of the Inventory has deteriorated. In determining whether to reduce the lending formula(s), Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts, Eligible Inventory or in establishing Availability Reserves. (c) Except in Agent’s discretion pursuant to this Section 2.1 may be repaid and12.10 with respect to Special Agent Advances, subject to the terms aggregate amount of the Revolving Loans and conditions the Letter of this Agreement, reborrowed Credit Accommodations outstanding at any time during shall not exceed the term US Revolving Maximum Credit less the Xxxx to Market Exposure of this AgreementUS Borrowers under all their Hedge Agreements. The In the event that the outstanding principal amount of any component of the Revolving Loans, together with interest accrued or the aggregate amount of the outstanding Loans and unpaid thereonLetter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) or the US Revolving Maximum Credit (less the Xxxx to Market Exposure of US Borrowers under all their Hedge Agreements), as applicable, such event shall constitute Obligations not limit, waive or otherwise affect any rights of Revolving Lender or Agent in such circumstances or on any future occasions and US Borrowers shall be due and payable on (except as otherwise provided herein), immediately repay to Agent the applicable Maturity Date or, if earlier, on the date on which they 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 Reserves and against the Borrowing Base. The entire amount of any Reserve established by 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 such excess(es) for which payment is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained 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 Discretiondemanded.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Credit Amount as of such date (based upon the most recent Borrowing Base Report Credit Amount Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Bank Product Reserves and from time to time against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Maximum Revolver Amount or 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 maintained 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 DiscretionAmount.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase 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 Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, 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, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, orand (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, 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 Report Certificate delivered by Borrowers Administrative Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less Co-Collateral Agents) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date, the Required Prepayment Date or, if earlier, on the date on which they otherwise become 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) at any time), 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 BaseBase (or any component thereof) or the Maximum Revolver Amount. The amount of any such Reserve established by 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/CCo-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 Collateral Agents 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 maintained 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 Discretionmaintained.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Credit Amount as of such date (based upon the most recent Borrowing Base Report Credit Amount Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Bank Product Reserves and from time to time against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Maximum Revolver Amount or the eligibility criteria set forth Credit Amount as provided 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 maintained 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 Discretionthereof.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by 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, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 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 maintained 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. 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 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 AmountSections 6.3 and 6.4, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal “Revolving Notes”). The date and amount of Swing Loans outstanding at each Revolving Loan made by such time, and (B) the amount equal to (1) the Borrowing Base as Purchasers and each payment on account of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such record shall not affect the obligations of the Company to make payments when due of any amounts owing in accordance with Section 2.1(c)), less (2) respect of the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date or, if earlier, on Notice of Borrowing not later than three (3) Business Days before the date on which they 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount Revolving Loan is to be established made. Agent and Purchasers having Revolving Loan Commitments shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Notice of Borrowing or increased. Upon establishment other writing on behalf of the Company and neither Agent nor any Purchaser having Revolving Loan Commitments shall have any duty to verify the identity or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action signature of any Person identifying himself 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 Discretionan Executive Officer.”

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Credit Amount as of such date (based upon the most recent Borrowing Base Report Credit Amount Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time, to establish Bank Product Reserves in the exercise of its Permitted Discretion, Discretion from time to establish and increase or decrease Reserves and time against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to Maximum Revolver Amount or 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 maintained 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 DiscretionAmount.

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 Xxxxxx’s Lender's Revolver Commitment, orand (ii) such Xxxxxx’s 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, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers Borrower may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’s Pro Rata Share (subject to Section 2.3(c)) of an amount equal to the lesser of: (A) the amount equal to (1l) the Maximum Revolver Amount, 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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify Borrowers at or before the time any such reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of a reserve to be ineffective. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Finished Goods Inventory, Eligible Lubricants Inventory, Eligible In-Transit Crude Oil, Eligible In-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Raw Material Inventory, Eligible Unbilled Accounts, Accounts and Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Work-in-Process Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility eligibility, shall continue only so long as such event, condition or circumstances continue, and shall not be duplicative of any other reserve established and currently maintained 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 increasedmaintained. 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. (ai) Subject to and upon --------------- --------------- the terms and conditions of this Agreement, and during the term of this Agreementset forth herein, each Lender severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Lender agrees (severallyLoan Maturity Date, not jointly or jointly and severally) to make 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 of: -------------- --------------- Borrower, which Revolving Loans (i) such Xxxxxx’s Revolver Commitmentshall, or at the option of the Borrower, be Base Rate Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in Section 1.10(b), (iix) such Xxxxxx’s Pro Rata Share all Revolving Loans comprising the --------------- same Borrowing shall at all times be of an amount equal the same Type and (y) prior to the lesser of: earlier of (A) the 30th day after the Restatement Effective Date and (B) that date (the "Syndication Date") upon which the Administrative Agent determines in ---------------- its sole discretion that the primary syndication has been completed, no Revolving Loans maintained as Eurocurrency Loans shall have an Interest Period longer than one week, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount equal which, when added to the product of (1x) the Maximum Revolver Amount, less such Lender's Adjusted RC Percentage and (2y) the sum of (yI) the Letter aggregate amount of Credit Usage all L/C Obligations then outstanding (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 timetime and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, and (B) the amount equal when added to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter amount of Credit Usage all L/C Obligations then outstanding (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 (y) 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 Adjusted Total Revolving Loan Commitment at such time. (bii) Amounts borrowed pursuant Subject to this Section 2.1 may be repaid and, subject to and upon the terms and conditions of this Agreementset forth herein, reborrowed the Swingline Lender in its individual capacity agrees to make at any time during and from time to time on and after the term of this Agreement. The outstanding Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each a "Swingline Loan," and, collectively, the "Swingline Loans"), which Swingline -------------- --------------- Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and the L/C Obligations then outstanding (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving LoansLoan Commitment then in effect (after giving, together with interest accrued effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date) and unpaid thereon(iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5 are not then satisfied. --------- (iii) On any Business Day, shall constitute Obligations and the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be due funded with a Borrowing of Revolving Loans (provided that each such -------- notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the ------------ remedies provided in the last paragraph of Section 9), in which case a Borrowing --------- of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day ------------------- by all Lenders pro rata based on each Lender's Adjusted RC Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event --------- of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RC Percentages, provided that (x) all interest payable on the applicable Maturity Date or, if earlier, on Swingline Loans shall be for the account of the Swingline Lender until the date on which they otherwise become due and payable pursuant the respective assignment is purchased and, to the terms of this Agreement. (c) Anything extent attributable to the contrary in this Section 2.1 notwithstandingpurchased assignment, Agent shall have be payable to the right Lender purchasing same from and after such date of purchase and (but not the obligationy) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount purchase of participations pursuant to this sentence is to be established or increased. Upon establishment or increase in Reservesactually made, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may purchasing Lender shall be required so that to pay the event, condition, circumstance, or fact that is Swingline Lender interest on the basis principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such reserve or increase no longer existsparticipation, in a manner at the overnight Federal Funds Effective Rate for the first three days and at the rate otherwise applicable to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionRevolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Revolving Loans. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not equal to exceed the lesser of the Revolving Loan Limit or the sum of: (i) such Xxxxxx’s Revolver Commitmentseventy (70%) percent of the Net Amount of Eligible Accounts, orless (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its good faith discretion, from time to this Section 2.1 time, upon not less than five (5) days prior notice to Borrower, (i) reduce the lending formula with respect to Eligible Accounts to the extent that Lender determines in good faith that: (A) Dilution with respect to Borrower's Accounts has increased in any material respect or may be repaid andreasonably anticipated to increase in any material respect above historical levels, subject or (B) the general creditworthiness of account debtors has declined materially. In determining whether to reduce the lending formula, Lender may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts or in establishing Availability Reserves. In addition to and without limiting the generality of the foregoing, to the terms and conditions extent that Dilution with respect to Borrower's Accounts exceeds 10%, the foregoing advance rate will be reduced in increments of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement5%. (c) Anything to Except in Lender's discretion, the contrary in this Section 2.1 notwithstanding, Agent shall have aggregate amount of the right (but not the obligation) Loans outstanding at any time, in time shall not exceed the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against Maximum Credit. In the Borrowing Base. The event that the outstanding amount of any Reserve established by Agentcomponent of the Loans, and any changes to or the eligibility criteria aggregate amount of the outstanding Loans exceed the amounts available under the lending formulas, the sublimits for Equipment Loans set forth in Section 2.2(d) or the definitions of Eligible Accounts ReceivableMaximum Credit, Eligible Investment Grade Receivablesas applicable, 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 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 duplicative made at any time or from time to time, immediately repay to Lender the entire amount of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount excess(es) for which payment 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 Discretiondemanded.

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 Xxxxxx’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) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent may be repaid and reborrowed in accordance with Section 2.1(c))the provisions hereof; (iii) shall not exceed, less (2) for any Lender, at any time an aggregate outstanding principal amount which, when added to such Lender’s RL Percentage of the sum of (x) 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 (y) 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) Amounts borrowed pursuant to this Section 2.1 may be repaid andshall not exceed, subject to the terms and conditions of this Agreementfor all Lenders, reborrowed at any time during the term of this Agreement. The an aggregate outstanding principal amount which, when added to (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans, 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 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 timesuch time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, in and simultaneously with the exercise incurrence of, the respective incurrence of its Permitted DiscretionRevolving Loans) then outstanding, to establish equals the lesser of (A) the Total Revolving Loan Commitment and increase or decrease Reserves and against (B) the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth as then 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 maintained 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 Discretioneffect.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 (ya) the Letter of Credit Usage at such time, plus (zb) the principal amount of Swing Loans outstanding at such time, plus (c) the Prepetition Obligations, plus (d) the Reinstated Prepetition Obligations then outstanding and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted by Agent for Reserves established by Agent in accordance with Section 2.1(c)), from time to time) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time, plus (3) the Prepetition Obligations, plus (4) the Reinstated Prepetition Obligations then outstanding. (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 otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, A/P Reserve, Equipment Reserves, Bank Product Reserves, Pipeline Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Equipment Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained or eligibility criteria; provided, that maintained. Agent shall endeavor to notify Administrative give Borrower at or before concurrent notice of the time 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 in a material amount is to be established or increasedreserve. Upon establishment or increase in ReservesWithout limiting the foregoing, Agent agrees shall establish the Carveout Reserve and the Permitted Disposition Reserves. (d) Notwithstanding anything contained herein to make itself available to discuss the Reserve or increasecontrary, (1) the aggregate Revolving Loans made during any week will not exceed 110% of the aggregate disbursements for such week in the Budget (2) the Revolving Loans will be used by Borrower solely as set forth in Section 6.11, and Borrowers may take such action as may (3) upon entry of the Final Order, Revolving Loans shall be required so that deemed to have been made to repay in full the event, condition, circumstance, or fact that is Prepetition Obligations and 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 DiscretionReinstated Prepetition Obligations then outstanding.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by 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 maintained 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. 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 AgreementAgree ment, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (““ Revolving LoansLoans ”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such XxxxxxLender’s Revolver Commitment, or or (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of: : (A) the amount equal to (1) the Maximum Revolver AmountCredit, 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c))date, less (2) the sum of (x) the Letter Lett er of Credit Usage at such time, plus (y) 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 Revo lving 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 otherwise become due and payable pursuant to the terms of this AgreementAgreemen t. 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 Reserves and against the Borrowing BaseBase or the Maximum Credit. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions definition s 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 maintained maintai xxx or eligibility criteria; provided. To the extent that an event, that condition or matter as to any Eligible Accounts is addressed pursuant to the treatment thereof within the applicable definition of such term, Agent shall endeavor not also establish a Reserve to notify Administrative Borrower at or before address 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 same event, condition, circumstance, condition 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 Discretionmatter.

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 XxxxxxLxxxxx’s Revolver Commitment, or (ii) such XxxxxxLxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 Reserve or change in eligibility and shall not be duplicative of any other reserve Reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 Discretionmaintained.

Revolving Loans. (a) Subject Each Borrower shall repay the outstanding principal balance of the Revolving Loans made 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 timeit, plus (z) all accrued but unpaid interest thereon, on the principal amount of Swing Termination Date. Each Borrower may prepay Revolving Loans outstanding at such time, and (B) the amount equal made to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 it at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loansin whole or in part, together with interest accrued without premium or penalty (except as provided in Section 4.4), 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 otherwise become due and payable pursuant reborrow subject to the terms of this Agreement. . In addition, and without limiting the generality of the foregoing, (ci) Anything upon demand the Borrowers, jointly and severally, shall pay to the contrary Administrative Agent, for account of the Lenders, the amount, without duplication, by which the Aggregate Revolver Outstandings exceeds that amount which is (A) the lesser of (x) the aggregate Borrowing Bases of all the Borrowers and Foamex Canada or (y) the Maximum Revolver Amount less (B) all Reserves other than Reserves deducted in this Section 2.1 notwithstandingthe calculation of the aggregate Borrowing Bases of all the Borrowers and Foamex Canada less (C) an amount equal to all accounts payable of a Borrower or Foamex Canada which are not paid within such Borrower's or Foamex Canada's, Agent as the case may be, ordinary course of business for payment of such accounts payable consistent with past business practice and (ii) each Borrower shall have pay to the right Administrative Agent, for the account of the Lenders, the amount, without duplication, by which the portion of the Aggregate Revolver Outstandings relating to extensions of credit made (but not the obligation) at any timeor, in the exercise case of its Permitted DiscretionPending Revolving Loans, to establish and increase be made) to or decrease Reserves and against for the account of such Borrower exceeds that amount which is (A) the lesser of (x) the Borrowing Base. The amount Base of any Reserve established by Agentsuch Borrower (or, and any changes to the eligibility criteria set forth in the definitions case of Eligible Accounts ReceivableFoamex, Eligible Investment Grade Receivablesthe aggregate Borrowing Bases of Foamex and Foamex Canada) and (y) the Maximum Revolver Amount minus the portion of the Aggregate Revolver Outstandings relating to extensions of credit made (or, Eligible Credit Card Receivablesin the case of Pending Revolving Loans, 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 maintained 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 made) to or increased. Upon establishment or increase in Reserves, Agent agrees for the account of the other Borrowers less (B) all Reserves with respect 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 existsBorrower (or, in a manner the case of Foamex, all Reserves with respect to Foamex and to the extent reasonably satisfactory to Agent Foamex Canada) other than Reserves deducted in the exercise calculation of its Permitted Discretionthe Borrowing Base of such Borrower (or, in the case of Foamex, the aggregate Borrowing Bases of Foamex and Foamex Canada) less (C) an amount equal to all accounts payable of such Borrower (or, in the case of Foamex, all accounts payable of Foamex or Foamex Canada) which are not paid within such Borrower's (or in the case of accounts payable of Foamex Canada, within Foamex Canada's) ordinary course of business for payment of such accounts payable consistent with past business practice.

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

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment, orand (ii) such Xxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountAmount (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 Report Certificate delivered by Borrowers Administrative Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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), from time to time and in the exercise of its Permitted Discretion, to establish and increase establish, release, increase, or decrease Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Equipment Inventory, Eligible Lubricants Parts and Tools Inventory, and 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 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 maintained 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 The Borrower shall repay 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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, for such Lender’s Commitment the aggregate principal amount of all Revolving Loans made by such Lender and outstanding on such date. To the extent any funds are insufficient to repay any Revolving Loans on the date on which they otherwise become due and payable Maturity Date applicable thereto, any funds received by the Administrative Agent pursuant to this Agreement thereafter shall be paid to the Lender(s) holding such Commitments (the “Matured Loans”) in accordance with their respective Applicable Percentage in respect of all Matured Loans, subject to the remaining provisions of this Section 2.07. Until amounts outstanding with respect to the Matured Loans have been repaid in full, any funds received by the Administrative Agent pursuant to the terms of this Agreement. Agreement shall be applied, first, to Secured Obligations constituting fees, indemnities, expenses and other amounts (c) Anything including fees, charges and disbursements of counsel to the contrary Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in this Section 2.1 notwithstandingits capacity as such, Agent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretionsecond, to establish Secured Obligations constituting fees, indemnities and increase or decrease Reserves other amounts (other than principal, interest and against the Borrowing Base. The amount Letter of any Reserve established by Agent, and any changes Credit Fees) payable ratably to the eligibility criteria set forth in Lenders and the definitions of Eligible Accounts Receivable, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed ReceivablesC Issuer (including fees, 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 charges and disbursements of counsel to the eventrespective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III), conditionthird, other circumstance, to pay interest due and payable to each Lender (whether or fact that not such Lender is the basis for such reserve or change in eligibility a holder of a Matured Loan) and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; providedfourth, 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 repay amounts outstanding with respect to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionMatured Loans.”

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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement, except that any principal amount of a Real Property Sublimit Loan that is repaid or prepaid may not be reborrowed. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and, subject to the terms and conditions of this Agreement, shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, Real Property Reserves, and other Reserves and against the Borrowing Base, any Borrowing Base (Individual), the Maximum Other Tank Sublimit Amount, the Maximum Real Property Sublimit Amount, and/or the Maximum Revolver Amount; provided, that except at the instruction of the Required Lenders, Agent (A) shall establish Bank Product Reserves in respect of all Bank Products then provided or outstanding other than Cash Management Services (based upon the Bank Product Providers’ determination of the liabilities and obligations of each Borrower and its Subsidiaries in respect of the applicable Bank Product Obligations), and (B) shall have the obligation to impose such Bank Product Reserves, if any, against the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, Real Property Reserve, or other Reserve established by Agent, 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 Agent 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 maintained or eligibility criteria; providedmaintained. (d) Anything to the contrary in this Section 2.1 notwithstanding (including, that Agent shall endeavor 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 notify Administrative each Borrower at or before the any time any such Reserve in a material shall not exceed an 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 equal to the extent reasonably satisfactory 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 in Agent), less (ii) the exercise sum of its Permitted Discretion(A) the Letter of Credit Usage of such Borrower at such time, plus (B) the principal amount of Swing Loans attributable to such Borrower outstanding at such time.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Revolving Lender's Revolving Loan Commitment, orand (ii) such Xxxxxx’s Revolving 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 time less (z3) the outstanding principal amount balance of Swing Loans outstanding the Term Loan at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus time less (y3) the outstanding principal amount balance of Swing Loans outstanding 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 Priority Obligations and shall be due and payable on the applicable Revolving Loan Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time), 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 risks which, as 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 Revolving Lender or any Affiliate of any Revolving Lender arising under or in connection with any Bank Product Obligations 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 Priority 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 Reserves attributable to a change in the nature, condition or mix thereof, and against (vi) rental payments equal to three (3) month rentals, service charges or other 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 BaseBase 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 same purpose. The amount of any Reserve established by 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 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 or change Reserve as determined by Agent in eligibility and good faith. Upon establishing any Reserves, Agent shall not be duplicative of any other reserve established and currently maintained or eligibility criteriagive Borrower simultaneous notice thereof; 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 Reserveshowever, 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 the implementation of a Reserve (i) results in any Extraordinary Advances to Borrower or (ii) causes a mandatory repayment under Section 2.4(e)(i), Agent shall give Borrower five (5) days prior notice thereof. (d) Anything to the contrary in this Section 2.1 notwithstanding, and in addition to the exercise Reserves that Agent may establish pursuant to Section 2.1(c), Agent shall establish and maintain a special reserve (the "Term Loan Interest Reserve") that reduces the amount of its Permitted DiscretionLoans and Letters of Credit that would otherwise be available to Borrower under the lending formula(s) provided for herein, in an amount equal to the applicable Incremental Interest Amount (with the applicable Incremental Interest Amount calculated immediately after giving pro forma effect to the making of any Revolving Loan the use of proceeds of which result in a reduction to the Incremental Interest Amount).

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

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), whether delivered pursuant to Schedule 5.2 or otherwise) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) 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 and against the Borrowing BaseBase 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, 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 Agent 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 maintained 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 Discretionmaintained.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) 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 otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish establish, increase, decrease, eliminate, or otherwise adjust Receivable Reserves, Bank Product Reserves, and increase or decrease other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained or eligibility criteria; providedmaintained. Without limiting the foregoing, the Borrowers acknowledge and agree that Agent shall endeavor be entitled to notify Administrative Borrower establish and maintain at or before all times during the time any such term of this Agreement (i) a Reserve in the amount of two weeks of payroll obligations for the Borrowers and their Subsidiaries, (ii) a material Reserve in the amount is 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 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 accordance with Agent’s Permitted Discretion.

Revolving Loans. (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not to exceed the lesser ofequal to: (i) such Xxxxxx’s Revolver Commitmentthe lesser of: (A) sixty-five percent (65%) (seventy percent (70%) during the Seasonal Period) of the Value of the Eligible Inventory, oror (B) thirty-three percent (33%) (thirty-five percent (35%) during the Seasonal Period) of the Retail Sales Price of the Eligible Inventory; provided, however, that advances against Eligible Domestic In-Transit Inventory shall not, at any one time, exceed Five Million Dollars ($5,000,000); minus (ii) such Xxxxxx’s Pro Rata Share the then undrawn amounts 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 outstanding Letter of Credit Usage at such time, plus (zAccommodations multiplied by the applicable percentages as provided for in Section 2.2(c) the principal amount of Swing Loans outstanding at such time, andhereof; and minus (Biii) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its reasonable credit judgment, from time to this Section 2.1 may be repaid andtime, subject upon not less than ten (10) days prior notice to Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Lender determines that: (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 such Inventory for any period has changed in any materially adverse respect or (B) the Appraised Value of the Eligible Inventory, together with interest accrued or any category thereof, has decreased in any material respect, or (C) the nature and unpaid thereonquality of the Inventory has deteriorated in any material respect. In determining whether to reduce the lending formula(s), shall constitute Obligations and shall be due and payable on the applicable Maturity Date orLender may consider events, if earlierconditions, on the date on contingencies or risks which they otherwise become due and payable pursuant to the terms of this Agreementare also considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary in this Section 2.1 notwithstandingaggregate amount of the Loans, Agent shall have the right (but not the obligation) Letter of Credit Accommodations and other Obligations outstanding at any time, in time shall not exceed the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against Maximum Credit. In the Borrowing Base. The event that the outstanding amount of any Reserve established by Agent, component of the Loans and any changes to Letter of Credit Accommodations or the eligibility criteria aggregate amount of the outstanding Loans and Letter of Credit Accommodations exceeds the amounts available under the lending formulas set forth in Section 2.1(a) hereof, the definitions sublimits for Letter 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 circumstanceAccommodations set forth in Section 2.2(c), or fact that is the basis for Maximum Credit, as applicable, such reserve or change in eligibility and 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 duplicative made at any time or from time to time, immediately repay to Lender the entire amount of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount excess(es) for which payment 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 Discretiondemanded.

Revolving Loans. (a) Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrower from time to time as set forth herein equal to such Lender's Revolving Loan Commitment Percentage of revolving loans ("REVOLVING LOANS") requested by Borrower hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrower may borrow under this Section 2.1(a)(i), prepay or repay Revolving Loans as required or permitted under this Section 2.1 and reborrow Revolving Loans pursuant to this Section 2.1(a)(i). (ii) Subject to the terms limitations set forth in this Section 2.1(a)(ii), Agent is hereby authorized by Borrower and conditions of this AgreementLenders, and during the term of this Agreementfrom time to time in Agent's discretion, 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) after the amount equal occurrence of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 8.2 have not been satisfied (including without limitation the condition precedent that the Revolving Loan Outstandings not exceed the Borrowing Base plus any other then outstanding Agent Advances), to make Revolving Loans to Borrower on behalf of the Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Maximum Revolver Amountbusiness conducted by Borrower, less the Collateral, or any portion thereof, (2) to enhance the sum of (y) the Letter of Credit Usage at such timelikelihood of, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) or maximize the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agentof, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 repayment of the Revolving LoansLoans and other Obligations, 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 otherwise become due and payable (3) to pay any amount chargeable to Borrower pursuant to the terms of this Agreement. , interest payments and costs, fees and expenses as described in Section 10.1 and/or Section 10.4 or (c4) Anything to satisfy payment obligations under Support Agreements (any of the contrary advances described in this Section 2.1 notwithstanding2.1(a)(ii) being hereafter referred to as "AGENT ADVANCES"); provided, that (i) Required Lenders may at any time revoke Agent's authorization to make Agent Advances, except Agent Advances applied in the manner described in the preceding clauses (3) and (4), any such revocation to be in writing and to become effective prospectively upon the Agent's receipt thereof, (ii) Agent Advances shall have be made solely as Prime Rate Loans, (iii) the right (but not the obligation) aggregate amount of Agent Advances outstanding at any time, in the exercise exclusive of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes those made pursuant to the eligibility criteria set forth in the definitions of Eligible Accounts Receivablepreceding clauses (3) and (4), 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 exceed the Agent Advances Sublimit and currently maintained or eligibility criteria; provided, that (iv) 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, prohibited from making 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 Advances to the extent reasonably satisfactory the making thereof would cause the Revolving Loan Outstandings (inclusive of Agent Advances) to Agent in exceed the exercise of its Permitted DiscretionRevolving Loan Commitment.

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 Xxxxxx’s Revolver Commitment, orthe principal amount of the requested advance; (ii) such Xxxxxx’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 Amountbe a Base Rate Loan , 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, 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable 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 otherwise become 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) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) at any time, to establish or modify Reserves in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 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 change in eligibility and 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 of any other reserve established and currently maintained also establish a Reserve to address the same event, condition or eligibility criteria; provided, that matter. Agent shall endeavor will provide three (3) Business Days prior notice to notify Administrative Borrower at or before Agent establishes any new categories of Reserves after the time any such Reserve Closing Date and will consult with Administrative Borrower 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 connection with the basis for such reserve or increase no longer exists, in a manner and new categories of Reserves to the extent Administrative Borrower is available in a reasonably satisfactory timely manner, provided, that the failure to Agent in the exercise of its Permitted Discretionconsult with Administrative Borrower shall not limit Agent’s right to implement such Reserve following such three (3) Business Day period.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the Borrowing Base set forth in the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Administrative Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 otherwise become 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) 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 and against the Borrowing BaseBase 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 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 Administrative Agent 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, the Administrative Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers Borrower may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of the Administrative Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless the Administrative Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Aircraft Reserves, Engine Reserves, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall endeavor to notify Borrowers at or before the time any such reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of a reserve to be ineffective. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent, 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 Agent 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 maintained 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 Discretionmaintained.

Revolving Loans. An amount (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 Xxxxxx’s Revolver Commitment, or $4,000,000 at any one time outstanding; or (ii) such Xxxxxx’s Pro Rata Share 75% (the "Advance Percentage") of the Net Amount of Borrower's accounts, which Silicon in its discretion deems eligible for borrowing, provided that with respect to Approved Foreign Accounts the Advance Percentage is "35%". "Net Amount" of an amount equal to account means 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 gross amount of the Revolving Loansaccount, together with interest accrued minus all applicable sales, use, excise and unpaid thereonother similar taxes and minus all discounts, shall constitute Obligations credits and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they 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 Reserves and against the Borrowing Base. The amount allowances of any Reserve established nature granted or claimed. Without limiting the fact that the determination of which accounts are eligible for borrowing is a matter of Silicon's discretion, the following will not be deemed eligible for borrowing: accounts outstanding for more than 90 days from the invoice date, accounts subject to any contingencies, accounts owing from the United States or any department, agency or instrumentality of the United States or any state, city or municipality, accounts owing from an account debtor SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT ----------------------------------------------------------------------- outside the United States (unless pre-approved by Agent, and any changes to the eligibility criteria set forth Silicon 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 circumstanceits discretion, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative backed by a letter of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor credit satisfactory 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, circumstanceSilicon, or fact that is the basis for such reserve or increase no longer existsFCIA insured satisfactory to Silicon*), in a manner and accounts owing from one account debtor to the extent reasonably satisfactory they exceed 25% of the total eligible accounts outstanding, accounts owing from an affiliate of Borrower, and accounts owing from an account debtor to Agent in whom Borrower is or may be liable for goods purchased from such account debtor or otherwise. In addition, if more than 50% of the exercise of its Permitted Discretion.accounts owing from an account debtor are outstanding more than 90 days from the invoice date or are otherwise not eligible accounts, then all accounts owing from that account debtor will be deemed ineligible for borrowing. * , WITH FRESENIUS MEDICAL CARE A.G. AND INPHARDIAL ZAMBON BIOMEDICA (AND THE ACCOUNTS RELATING TO SUCH ACCOUNT DEBTORS ARE REFERRED TO HEREIN AS THE "APPROVED FOREIGN ACCOUNTS") AS SUCH PREAPPROVED ACCOUNT DEBTORS PROVIDED THAT THE RELATED ACCOUNTS ARE OTHERWISE DEEMED ELIGIBLE HEREUNDER PLUS

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of:: 126471205_8 (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 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 Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) at any time), 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 and against the Revolver Borrowing BaseBase 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, 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 Agent 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 maintained 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 Discretionmaintained.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount (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, 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 Agent 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 maintained 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 Discretionmaintained.

Revolving Loans. (a) Subject In connection with each Revolving Loan, the Borrower shall deliver to the terms and conditions of this AgreementAgent, and during the term of this Agreementno later than 10:00 a.m. (Los Angeles, each Revolving Lender agrees (severallyCalifornia time), 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 Xxxxxx’s Revolver Commitmentat least one Business Day prior to the requested Funding Date in the case of a Base Rate Loan, or or (ii) such Xxxxxx’s Pro Rata Share at least three Business Days prior to the requested Funding Date in the case of an IBOR Loan, a Notice of Borrowing specifying the Funding Date of the requested Revolving Loan and the amount thereof, which shall be in an amount equal to the lesser of: Two Million Dollars (A$2,000,000) the amount equal to or an integral multiple of One Million Dollars (1$1,000,000) 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeexcess thereof. (b) Amounts borrowed If, as of 10:00 a.m. (Los Angeles, California time) on the fourteenth day after the Swing Line Lender has funded any Swing Line Borrowing, the Borrower has not repaid such Swing Line Borrowing in full (or if, prior thereto, an Event of Default shall have occurred or the Loans shall be accelerated for any reason whatsoever): (i) the Agent shall promptly (or, if an Event of Default has occurred but the Loans have not been accelerated, may) notify each Lender by telephone (confirmed promptly by telex, facsimile transmission or cable), telex, facsimile transmission, or cable of the amount of such Swing Line Borrowing; and (ii) each Lender shall (subject to Section 2.1.1), before 12:00 noon (Los Angeles, California time), on such date, pay to the Agent at its Los Angeles Branch, Los Angeles, California (or at such other place as the Agent may from time to time specify for such purpose), in immediately available funds, such Lender's Percentage Interest of the principal amount of such Swing Line Borrowing. Upon such funding, each Lender shall be deemed to have acquired from the Swing Line Lender (and the Swing Line Lender shall be deemed to have assigned to each such Lender) a percentage interest in such Swing Line Borrowing equal to such Lender's Percentage Interest, and, for purposes of determining the availability of Swing Line Borrowings or Revolving Loans, such Swing Line Borrowing shall be deemed a Revolving Loan (and no longer a Swing Line Borrowing); provided that the obligations of the Lenders under this Section 2.2.1(b) shall not be subject to the notice or amount requirements, or to satisfaction of conditions precedent, otherwise applicable to the making of Revolving Loans. Each Lender's obligation to fund, and to purchase from the Swing Line Lender, its Percentage Interest of a Swing Line Borrowing pursuant to this Section 2.1 may 2.1.1(b) shall be repaid andabsolute and unconditional under any and all circumstances (including, subject to the terms and conditions without limitation, irrespective of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount intervening bankruptcy of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on Borrower or termination of the applicable Maturity Date or, if earlier, on the date on which they 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 Total Commitment). It is not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 parties' intent that the event, condition, circumstance, or fact that is obligations of 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.Lenders

Revolving Loans. $[__,__,__] Eurodollar Rate Loans to be continued with Interest Period of _____ month(s) $[__,__,__] Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of ______ month(s) $[__,__,__] Eurodollar Rate Loans to be converted to Base Rate Loans Company hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default. Date: [MM/DD/YY] SIMMONS COMPANY EXHIBIT A-2-1 EXXXXXXX TO CREDIT AND GUARANTY AGREEMENT EXECUTION 443102-New York Server 5A By:_______________________ Name:_____________________ Title:____________________ EXHIBIT A-2-2 EXHIBITS TO CREDIT AND GUARANTY AGREEMENT EXECUTION 443102-New York Server 5A EXHIBIT A-3 TO CREDIT AND GUARANTY AGREEMENT ISSUANCE NOTICE Reference is made to the Credit and Guaranty Agreement, dated as of December 19, 2003 (aas it may be amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among THL-SC BEDDING COMPANY ("HOLDINGS"), SIMMONS COMPANY (as successor to THL Bedding Company) Subject ("COMPANY"), cxxxxxx Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead Axxxxxxx xxx Xo-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent. Pursuant to Section 2.3 of the Credit Agreement, Company desires a Letter of Credit to be issued in accordance with the terms and conditions of this Agreementthe Credit Agreement on [MM/DD/YY] (the "CREDIT EXTENSION DATE") in an aggregate face amount of $[__,__,___]. Attached hereto for each such Letter of Credit are the following: (a) the stated amount of such Letter of Credit; (b) the name and address of the beneficiary; (c) the expiration date; and (d) either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and during conditions of such Letter of Credit, including a precise description of any documents to be presented by the term beneficiary which, if presented by the beneficiary prior to the expiration date of this Agreementsuch Letter of Credit, each Revolving Lender agrees (severally, not jointly or jointly and severally) would require the Issuing Bank to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser ofpayment under such Letter of Credit. Company hereby certifies that: (i) after issuing such Xxxxxx’s Revolver CommitmentLetter of Credit requested on the Credit Extension Date, orthe Total Utilization of Revolving Loan Commitments shall not exceed the Revolving Loan Commitments then in effect; (ii) after issuing such Xxxxxx’s Pro Rata Share Letter of an amount equal to Credit requested on the lesser of: (A) the amount equal to (1) the Maximum Revolver AmountCredit Extension Date, 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) shall not exceed the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time.Sublimit then in effect; (biii) Amounts borrowed pursuant to this Section 2.1 may be repaid andas of the Credit Extension Date, subject the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Extension Date to the terms same extent as though made on and conditions as of this Agreementsuch date, 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 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 except to the extent reasonably satisfactory such representations and warranties specifically relate to Agent an earlier date, in the exercise which case such representations and warranties are true, correct and complete in all material respects on and as of its Permitted Discretion.such earlier date; and

Revolving Loans. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to Laurus may make revolving loans (“the "Revolving Loans”") to Borrowers ----- the Companies from time to time during the Term which, in an amount the aggregate at any one time outstanding outstanding, will not to exceed the lesser of: of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") -------- (including, without limitation, reserves with respect to (i) sums that the Companies are required to pay (such Xxxxxx’s Revolver Commitmentas taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay under any Section of this Agreement or any other Ancillary Agreement, (ii) amounts owing by the Companies or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes) or (iii) any deterioration in the financial condition or credit quality of any Account Debtor), and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount." The Companies shall, jointly and --------------- severally, execute and deliver to Laurus on the Closing Date the Secured Revolving Note and the Secured Term Note. The Companies hereby each acknowledge and agree that Laurus' obligation to purchase the Secured Revolving Note and the Secured Term Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus in its sole discretion) of the items and matters set forth in the closing checklist provided by Laurus to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall exist no Event of Default, (ii) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) all of each Company's and its respective Subsidiaries' covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Xxxxxx’s Pro Rata Share of an amount equal Company from time 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 time 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 amounts in excess of such date (based upon limitations as Laurus may determine in its sole discretion. In connection with each such request by one or more Companies, the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 Companies shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant deemed 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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.certified,

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 Xxxxxx’s Revolver Commitment, or or (ii) such Xxxxxx’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 and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Blenders Tax 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 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 maintained 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.manner

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 Xxxxxx’s Revolver CommitmentBorrower, orplus (ii) such Xxxxxx’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 (y1) 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 (z2) the principal amount lesser of Swing Loans outstanding at (a) sixty (60%) percent of the Value of Eligible Inventory of such timeBorrower 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, and the Orderly Liquidation Value Percentage of the Cost of such Eligible Inventory, or (B) the amount equal to to: (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less Borrower's Inventory Sublimit minus (2) sixty (60%) percent of the sum then undrawn amounts of (x) the outstanding Letter of Credit Usage at Accommodations to such timeBorrower for the purpose of purchasing goods, plus less (yiii) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 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 applicable Maturity Date orLender may consider events, if earlierconditions, on the date on contingencies or risks which they otherwise become due and payable pursuant to the terms of this Agreementare also 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 the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) all Borrowers at any timetime shall not exceed the Aggregate Maximum Credit, in and the exercise aggregate amount of its Permitted Discretion, the Loans and the Letter of Credit Accommodations outstanding to establish and increase or decrease Reserves and against any Borrower at any time shall not exceed the Borrowing BaseMaximum Credit for such Borrower. The In the event that the outstanding amount of any Reserve established by Agentcomponent of the Loans, or the aggregate amount of the outstanding Loans and any changes to Letter of Credit Accommodations, exceed the eligibility criteria amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(c) or the definitions of Eligible Accounts ReceivableMaximum Credit or Aggregate Maximum Credit, Eligible Investment Grade Receivablesas applicable, 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 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 duplicative made at any time or from time to time, immediately repay to Lender the entire amount of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount excess(es) for which payment 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 Discretiondemanded.

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time; provided that, notwithstanding the foregoing, Borrowers shall not be permitted to borrow any Revolving Loans after the Closing Date, other than their borrowing on the initial funding date, until an executed Borrowing Base Certificate as of the most recent month end is delivered to Agent. (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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by 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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent), as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) 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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to promptly notify Borrowers and make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to 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 Xxxxxx’s Revolver Commitment85% percent of the Net Amount of Eligible Accounts, orplus (ii) such Xxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the following percentages (the "Inventory Advance Rates"): sum of 67% of the Value of Eligible Inventory in the case of Acquisition Corp., or 57% of the Value of Eligible Inventory in the case of Angeles; provided that in all cases the Inventory Advance Rate with respect to unprocessed raw materials included in work in process ("Unprocessed WIP Raw Materials") shall be 30%; or (B) 85% of the orderly liquidation value of Eligible Inventory as determined by an independent appraisal firm acceptable to Lender, net of expenses which would be incurred in such a liquidation as determined by Lender; or (C) the amount equal to to: (1) the Maximum Revolver Amount, less $10,000,000 minus (2) the sum applicable Inventory Advance Rate multiplied by the then undrawn amounts of (y) the outstanding Letter of Credit Usage at such timeAccommodations for the purpose of purchasing goods, plus less (ziii) any Availability Reserves, and less (iv) the principal amount $750,000 Reserve under Section 4.1(s) (if applicable). Notwithstanding the foregoing, Revolving Loans with respect to Unprocessed WIP Raw Materials shall not exceed $100,000 at any time outstanding. Borrower shall separately report to Lender Unprocessed WIP Raw Materials on all Inventory reports to Lender in a manner acceptable to Lender in its discretion. Notwithstanding anything herein to the contrary, Unprocessed WIP Raw Materials shall not be considered Eligible Inventory, and Loans will not be made with respect thereto, until Borrower as put in place a perpetual inventory system acceptable to Lender in its discretion. The Inventory Advance Rate with respect to Acquisition Corp. shall be reduced by one percentage point per month, commencing one month after the date hereof, until it is reduced to 61%. Borrower may request an appraisal of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as orderly liquidation value of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to AgentEligible Inventory, as adjusted for Reserves established by Agent provided above in accordance with Section 2.1(c)), less (22.1(a)(ii)(B) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeno more frequently than semi-annually. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 time, upon not less than five (5) days prior notice to Borrower, (i) reduce the lending formula with respect to Eligible Accounts to the extent that Lender determines in good faith that: (A) 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 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, together with interest accrued or the mix, 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 unpaid thereonquality of the Inventory has deteriorated in any material respect. In determining whether to reduce the lending formula(s), shall constitute Obligations and shall be due and payable on the applicable Maturity Date orLender may consider events, if earlierconditions, on the date on contingencies or risks which they otherwise become due and payable pursuant to the terms of this Agreementare also considered in determining Eligible Accounts, Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary in this Section 2.1 notwithstandingaggregate amount of the Loans, Agent shall have the right (but not the obligation) Letter of Credit Accommodations and other Obligations outstanding at any time, in time shall not exceed the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against Maximum Credit. In the Borrowing Base. The event that the outstanding amount of any Reserve established by Agentcomponent of the Loans, or the aggregate amount of the outstanding Loans, Letter of Credit Accommodations and any changes to other Obligations exceed the eligibility criteria amounts available under the lending formulas set forth in Section 2.1(a) hereof, the definitions sublimits for Letter of Eligible Accounts ReceivableCredit Accommodations set forth in Section 2.2(c) or the Maximum Credit, Eligible Investment Grade Receivablesas applicable, 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 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 duplicative made at any time or from time to time, immediately repay to Lender the entire amount of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount excess(es) for which payment 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 Discretiondemanded.

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 Xxxxxx’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 Xxxxxx’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 the most recent Borrowing Base Report delivered amounts may be increased or decreased by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(cits sole discretion)). If at any time the outstanding Revolving Loans made to all Borrowers exceed either the Revolving Loan Limit or the Maximum Revolving Loan Limit, less (2) or any portion of the sum of (x) Revolving Loans plus the outstanding Letter of Credit Usage at such time, plus (y) 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 Obligations exceed any time during the term of this Agreement. The outstanding principal amount of applicable sublimit within the Revolving LoansLoan Limit, together with interest accrued the Borrowers shall immediately, and unpaid thereon, shall constitute Obligations and shall be due and payable on without the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms necessity 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 Reserves and against the Borrowing Base. The amount of any Reserve established demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess, and Agent shall apply such payment to the outstanding Revolving Loans in such order as Agent shall determine in its sole discretion; provided, however, that if such excess results from any changes establishment of reserves by Agent or from the imposition of any modification to the eligibility criteria set forth in the definitions of Eligible Accounts Receivableand Eligible Inventory or in this Section 2(a) in such a manner that items heretofore eligible thereunder are rendered ineligible, 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 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 evidenced solely by entries upon the books and records maintained by Agent. A request for a reasonable relationship Revolving Loan shall be made or shall be deemed to be made, each in the eventfollowing manner: Borrower shall give Agent same day notice, condition, other circumstance, or fact that is the basis no later than 12:00 P.M. (Philadelphia time) for such reserve or change day, of its request for a Revolving Loan, in eligibility which notice such Borrower shall specify the amount of the proposed borrowing and shall not be duplicative of any other reserve established and currently maintained or eligibility criteriathe proposed borrowing date; provided, however, 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 a request for a Revolving Loan. As an accommodation to the Borrowers, Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Borrowers. Unless such Borrower specifically directs Agent in writing not to accept or act upon telephonic or electronic communications from it, Agent shall endeavor have no liability to notify Administrative such Borrower at for any loss or before 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 time origin of any such Reserve in a material amount is communication or the authority of the Person sending it (but such request must purport to be established sent by an Authorized Officer). Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Revolving Loan requested by such Borrower, or increased. Upon establishment or increase 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 Reserveslawful money of the United States of America in immediately available funds, Agent agrees to make itself available to discuss in the Reserve or increasecase of the initial borrowing, in accordance with the terms of the written disbursement letter from Borrower, and Borrowers may take in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such action bank account as may be required so that the event, condition, circumstanceagreed upon by such Borrower and Agent from time to time, or fact that is the basis for elsewhere if pursuant to a written direction from such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted DiscretionBorrower.

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 Xxxxxx’s Revolver Commitmentthe lesser of (A) eighty (80%) percent of the orderly liquidation value of Eligible Inventory (as determined by Lender in good faith) or (B) sixty (60%) percent of the Value of Eligible Inventory, orother, in each case, than Inventory located at or being offered for sale through Borrower's outlet store, plus (ii) such Xxxxxx’s Pro Rata Share twenty (20%) percent of an amount equal to the lesser of:Value of Eligible Inventory located at or being offered for sale through Borrower's outlet store, less (Aiii) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than five (5) days prior notice to Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms and conditions extent that Lender determines that: (i) the number of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has changed in any material respect or (ii) the liquidation value of the Eligible Inventory, together with interest accrued or any category thereof, has decreased, or (iii) the nature and unpaid thereonquality of the Inventory has deteriorated. In determining whether to reduce the lending formula(s), shall constitute Obligations and shall be due and payable on the applicable Maturity Date orLender may consider events, if earlierconditions, on the date on contingencies or risks which they otherwise become due and payable pursuant to the terms of this Agreementare also considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary in this Section 2.1 notwithstanding, Agent shall have aggregate amount of the right (but not Loans and the obligation) Letter of Credit Accommodations outstanding at any time, in time shall not exceed the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against Maximum Credit. In the Borrowing Base. The event that the outstanding amount of any Reserve established by Agentcomponent of the Loans, or the aggregate amount of the outstanding Loans and any changes to Letter of Credit Accommodations, exceed the eligibility criteria amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations 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 circumstanceSection 2.2(c), or fact that is the basis for Maximum Credit, as applicable, such reserve or change in eligibility and 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 duplicative made at any time or from time to time, immediately repay to Lender the entire amount of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount excess(es) for which payment 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 Discretiondemanded.

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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date or, if earlier, on the date on entire amount of any such excess(es) for which they otherwise become due and payable pursuant to the terms of this Agreementpayment is demanded. (cd) Anything to For purposes of applying 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 Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria sublimit set forth in Section 2.1(a)(ii)(B) hereof, Lender may treat the definitions amount of its reliance on 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 maintained 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 increasedpurchased under outstanding Letter of Credit Accommodations as a Revolving Loan based on Eligible Inventory pursuant to Section 2(a)(ii). Upon establishment or increase In determining the amount of such reliance, the outstanding Revolving Loans and Availability Reserves shall first be attributed to any components of the lending formulas in ReservesSection 2.1(a) that are not subject to such sublimit, Agent agrees before being attributed to make itself available components of the lending formulas subject 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 Discretionsublimit.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during provided that all of the term of this Agreementconditions set forth in Sections 3.01 and 3.02 are satisfied to the Termination Date, each Revolving Lender agrees shall (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers Borrower in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver CommitmentCredit Limit, or (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Credit Limit less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers Borrower to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 2.01 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Bank Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become are declared due and payable pursuant to the terms of this Agreement. In the event that all of the Term A Loan Exposure (as such term is defined in the First Lien Credit Agreement) is repaid in full prior to the Maturity Date and no Default or Event of Default has occurred and is continuing, Agent and Lenders will upon written request of the Borrower received not less than sixty (60) days prior to the Maturity Date, extend the Maturity Date for one (1) year. (c) Anything to the contrary in this Section 2.1 2.01 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, Bank Product Reserves, and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Credit Limit. The amount of any Receivable Reserve, Bank Product Reserve, or other Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivableits Permitted Discretion, 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 maintained 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 Discretionmaintained.

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 Xxxxxx’s 's Revolver Commitment, or (ii) such Xxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableUS Billed Accounts, 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 US Unbilled Accounts, Eligible CashUS Investment Grade Accounts, Eligible Renewable Identification Numbers or Canadian Billed Accounts, Eligible Petroleum Asphalt 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 maintained 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 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 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase and/or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 maintained 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. In no event shall such opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, and during the term of this AgreementOriginal Term and any Renewal Term, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans and advances (“the "Revolving Loans”") to Borrowers 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 Xxxxxx’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 Borrower's business) of Borrower's Eligible Accounts; plus (ii) such Xxxxxx’s Pro Rata Share of an amount equal to the lesser of: : (Ax) up to fifty-five percent (55%) of the amount equal lower of cost or market value of Borrower's Eligible Inventory or up to eighty-five percent (185%) of the Maximum Revolver Amountnet orderly liquidation value of Eligible Inventory, less (2) the sum of whichever is less, or (y) Eleven Million and No/ 100 Dollars ($11,000,000); plus (iii) such reserves as Lender elects, in its sole discretion to establish from time to time; provided, that THE REVOLVING LOAN LIMIT SHALL IN no EVENT EXCEED TWENTY MILLION AND NO/100 DOLLARS ($20,000,000) (THE "MAXIMUM REVOLVING LOAN LIMIT"). The aggregate unpaid principal balance of the Revolving Loans shall not at any time exceed the lesser of (i) the Revolving Loan Limit minus the Letter of Credit Usage at such time, plus Obligations and (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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) Maximum Revolving Loan Limit minus the Letter of Credit Usage 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 sublimits under subsections (i) and (ii) above within the Revolving Loan Limit, Borrower shall immediately, and without the necessity of demand by Lender, pay to Lender such amount as may be necessary to eliminate such excess and Lender shall apply such payment to the Revolving Loans in such order as Lender shall determine in its sole discretion. Borrower hereby authorizes Lender, (but without any obligation or duty of Lender to do so) to charge any of Borrower's accounts or advance Revolving Loans to make any payments of principal, interest, fees, costs or expenses required to be made under this Agreement or the Other Agreements. A request for a Revolving Loan shall be made or shall be deemed to be made, each in the following manner: Borrower shall give Lender same day notice, no later than 10:30 A.M. (Chicago time) for such day, plus (y) of its request for a Revolving Loan. In the principal amount event that Borrower maintains a controlled disbursement account at LaSalle Bank, 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 a request for a Revolving Loan. As an accommodation to Borrower, Lender may permit telephone requests for Revolving Loans and electronic transmittal of Swing Loans outstanding at instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender'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 Lender by Borrower and Lender shall have no duty to verify the origin of any such timecommunication or the authority of the Person sending it. (bi) Amounts borrowed pursuant to this the proceeds of each Revolving Loan requested under Section 2.1 may 2(a) shall 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 disbursed by Lender in lawful money of the Revolving LoansUnited States of America in immediately available funds, together in the case of the initial borrowing, in accordance 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 otherwise become due and payable pursuant to the terms of this Agreement. the written disbursement letter from Borrower, and (cii) 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 case of its Permitted Discretioneach subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to establish and increase or decrease Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 bank account as may be required so that the event, condition, circumstanceagreed upon by Borrower and Lender from time to time, or fact that is the basis for such reserve or increase no longer exists, in elsewhere if pursuant to a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionwritten direction from Borrower.

Revolving Loans. (a) Subject to The Borrowers shall repay the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount balance of the Revolving Loans, together with plus all accrued but unpaid interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due Termination Date. The Borrowers may prepay the Revolving Loans at any time without penalty or premium (provided that the foregoing shall not be construed to limit the Borrowers’ obligations pursuant to Section 4.4) and payable pursuant reborrow the Revolving Loans subject to the terms of this Agreement. (b) In addition, and without limiting the generality of the foregoing, the Borrowers shall immediately pay to the Agent, for the account of the Lenders, the amount, without duplication, by which (a) the Aggregate Revolver Outstandings exceeds (b) the lesser of (i) the Maximum Revolver Amount minus Letter of Credit Reserves or (ii) the Borrowing Base minus without duplication, Reserves, at any time. (c) Anything During a Dominion Trigger Period or while an Event of Default exists, concurrently upon the issuance by any Obligor of any capital stock or similar equity interests or the incurrence by any Obligor of any Funded Debt other than Funded Debt permitted under Section 8.13, one hundred percent (100%) of the Net Cash Proceeds received by such Obligor from such issuance or incurrence shall be paid within three (3) Business Days of receipt of the proceeds thereof by such Obligor to the contrary Agent as a mandatory payment of the Obligations (but without any corresponding reduction in the amount of the Maximum Revolver Amount). Nothing in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at authorize any time, in the exercise of its Permitted Discretion, Obligor to establish and increase incur any Funded Debt except as expressly permitted by this Agreement or decrease Reserves and against the Borrowing Base. The amount of to issue any Reserve established by 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 capital stock 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 maintained 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 similar equity interests except to the extent reasonably satisfactory to Agent not prohibited by this Agreement. (d) During a Dominion Trigger Period or while an Event of Default exists, concurrently upon the receipt thereof one hundred percent (100%) of the Net Cash Proceeds from the sale, transfer, assignment or other disposition, or casualty or condemnation loss of any Collateral or other assets of any Obligor shall be paid within three (3) Business Days of receipt thereof by the Obligor as a mandatory payment of the Obligations (but without any corresponding reduction in the exercise amount of its Permitted Discretionthe Maximum Revolver Amount). Nothing in this Section shall authorize any Obligor to sell, transfer, assign or otherwise dispose of any Collateral except as expressly permitted by this Agreement.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and on and after the First Lien Repayment Date and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“"Revolving Loans”") to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Lender's Revolver Commitment, or (ii) such Xxxxxx’s 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 aggregate principal amount of Prepetition First Lien Loans outstanding at such time less (y3) the Letter of Credit Usage under the Existing First Lien Credit Agreement at such timetime (after giving effect to Section 2.11(q)), plus less (z4) without duplication, the Letter of Credit Usage under this Agreement at such time less (5) the principal amount of Swing Loans under this Agreement outstanding at such time, ; and (B) the amount equal to the (1) the Borrowing Base under this Agreement as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum aggregate principal amount of Prepetition First Lien Loans outstanding at such time less (x3) the Letter of Credit Usage under the Existing First Lien Credit Agreement at such timetime (after giving effect to Section 2.11(q)) less (4) without duplication, plus the Letter of Credit Usage under this Agreement at such time less (y5) the principal amount of Swing Loans under this Agreement outstanding at such time; provided; for purposes of determinations to be made pursuant to subclause (A) and (B) above, all payments received by Agent or Existing Agent from Borrowers and all proceeds of Collateral received by the Agent or Existing Agent shall, in each case, be deemed to have been applied first to repay the principal amount of the Existing Secured Obligations. (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 otherwise become are declared due and payable pursuant to the terms of this Agreement. (c) Anything to the contrary in this Section 2.1 Agreement 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, Aircraft Reserves, Engine Reserves, Bank Product Reserves, and other Reserves and against the Borrowing Base or the Maximum Revolver Amount; provided, that Agent will use its commercially reasonable efforts to consult with Administrative Borrower when establishing new or increasing existing Reserves against the Borrowing Base; provided, further, that, absent exigent circumstances, Agent shall notify Borrowers and Term Loan Agent three Business Days prior to the time any such reserve is to be established or increased, but a non-willful failure of Agent to so notify Borrowers and Term Loan Agent shall not be a breach of this Agreement; provided, further, absent exigent circumstances, any failure to so notify Borrowers and Term Loan Agent shall cause such establishment or increase of a reserve to be ineffective until three Business Days following such notice; provided, further, no appraisals or valuations undertaken pursuant to Sections 2.10(c) or 5.7(b) or otherwise may be used by Agent to establish or increase any reserve or otherwise decrease the Borrowing Base. The Anything to the contrary in this Agreement notwithstanding, the amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by AgentAgent shall only (i)(x) include reserves under the Existing Borrowing Base in effect as of the Filing Date under the Existing First Lien Credit Agreement, and any changes (y) otherwise, be based solely on events, conditions or circumstances first becoming known to the eligibility criteria set forth Agent after the Closing Date (including any prior inaccurate reporting by the Borrowers), in the definitions cases of Eligible Accounts Receivableclauses (i)(x) and (i)(y) above, 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 that (A) have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve reserve, (B) shall be eliminated when the event, condition or change other circumstances causing the establishment thereof no longer exists or is no longer relevant to the Borrowers' business as determined in eligibility the Agent's Permitted Discretion and (C) with respect to Bank Product Reserves, shall be reduced dollar-for-dollar by any Bank Product Collateralization, (ii) not be established to the extent that such Reserves would be duplicative of any other reserve established specific item excluded as ineligible in the component definitions of the Borrowing Base and currently maintained (iii) not include any amounts under the Carveout or eligibility criteria; providedRefinancing Accommodation Fee. For purposes of Section 2.1(a)(ii), that Agent the amount of the First Lien Repayment shall endeavor be deemed to notify Administrative Borrower at or before have been applied first to repay the time any such Reserve Prepetition First Lien Loans. Other than as set forth in a material amount is to this Section 2.1(c), the Borrowing Base shall 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, calculated in a manner and to consistent with the extent reasonably satisfactory to Agent in Existing Borrowing Base under the exercise of its Permitted DiscretionExisting First Lien Credit Agreement.

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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 fifty-five percent (y55%) of the Letter Value of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and Eligible Inventory or (B) the amount equal to to: (1) the Borrowing Base as of Maximum Credit at such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less time MINUS (2) the sum then undrawn amounts of (x) the outstanding Letter of Credit Usage at such timeAccommodations, plus LESS (yii) the principal amount of Swing Loans outstanding at such timeSales Tax Reserve most recently reported to Lender by Borrower, LESS (iii) any Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its Permitted Discretion, from time to this Section 2.1 may be repaid andtime, subject reduce the lending formula with respect to the terms and conditions of this AgreementEligible Inventory. In addition, reborrowed if at any time during the term of this Agreement. The outstanding principal amount an appraisal of the Revolving LoansInventory conducted by an appraiser acceptable to Lender indicates that the quotient, together with interest accrued and unpaid thereonexpressed as a percentage, shall constitute Obligations and shall of (i) eighty percent (80%) of the appraised value of the Eligible Inventory on a "going out of business basis" divided by (ii) the Value of the Eligible Inventory (the "Appraisal Advance Rate") at such time, is less than the Inventory Advance Rate at such time, then the Inventory Advance Rate shall, upon notice from Lender to Borrower, be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant reduced to the terms Appraisal Advance Rate at such time (and if the Inventory Advance Rate at such time is less than the Appraisal Advance Rate at such time, the Inventory Advance Rate shall, upon notice from Lender to Borrower, be increased to the lesser of this Agreementthe Appraisal Advance Rate or fifty-five percent (55%). (c) Anything to Except in Lender's discretion, the contrary in this Section 2.1 notwithstanding, Agent shall have aggregate amount of the right (but not Loans and the obligation) 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 or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrower shall, within three (3) Business Days of demand by Lender, which may be made at any time or from time to time, in repay to Lender the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base. The entire amount of any Reserve established by 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 such excess(es) for which payment is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained 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 Discretiondemanded.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount which in the aggregate at any one time outstanding shall not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) the principal amount of Swing Loans outstanding at such time. Each Revolving Loan shall be a Dollar Denominated Loan (which shall either be a Base Rate Loan or a LIBOR Rate Loan) or a European Denominated Loan (which shall either be a Euro Denominated Loan or a Sterling Denominated Loan); provided, that, Borrower may not borrow, and Revolving Lenders shall have no obligation to lend, any European Denominated Loans, if the sum of the aggregate outstanding principal amount of all European Denominated Loans plus the Letter of Credit Usage with respect to all European Denominated Letters of Credit exceeds or would exceed the US Dollar Equivalent of $13,000,000. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such opportunity limit the right of Agent to establish or change such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserves or such change no longer exists or has otherwise been adequately addressed by Borrower.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: : (i) such XxxxxxLender’s Revolver Commitment, or or (ii) such XxxxxxLender’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 and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by 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 maintained 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 an increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve reserve or increase, and Borrowers Borrower may take such action 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.or

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 from time to time in an amounts requested by Borrowers up to the amount at any one time outstanding not equal to exceed the lesser sum of: (i) eighty-five percent (85%) of the aggregate Net Amount of Eligible Billed Accounts of all Borrowers, plus (ii) sixty-five percent (65%) of the aggregate Net Amount of Eligible Unbilled Accounts of all Borrowers, minus (iii) the then aggregate undrawn amounts of outstanding Letter of Credit Accommodations as provided for in Section 2.2(c) hereof; minus (iv) any Availability Reserves. (b) Except in Lender’s discretion: (i) the aggregate amount of the Loans, the Letter of Credit Accommodations and other Obligations outstanding at any time shall not exceed the least of (A the Maximum Credit, or (B) the aggregate amount available under the lending formulas set forth in Section 2.1(a) hereof or (C) the aggregate amount collected in the Lender Payment Account (with respect to Borrowers only) as payments from account debtors on the Accounts during the trailing six (6) week period ended on the last day of such Xxxxxx’s Revolver Commitmentcalendar week; provided that, such six (6) week period may be increased by Lender in its reasonable discretion based on financial information provided by Borrowers to Lender from time to time, or (ii) such Xxxxxx’s Pro Rata Share the aggregate amount of an amount equal to the lesser of:Loans outstanding advanced against the Eligible Unbilled Accounts of all Borrowers shall not at any time exceed Five Million Dollars ($5,000,000), or (Aiii) subject to clause (i) of this Section 2.1(b), the aggregate amount equal to (1) of the Maximum Revolver AmountLoans, less (2) the sum of (y) the Letter of Credit Usage Accommodations and other Obligations outstanding at any time for the account of any one Borrower shall not exceed five percent (5%) in excess of the amount that would be available to such time, plus Borrower if the lending formulas set forth in Section 2.1(a) hereof were applied separately to each Borrower. (ziv) In the principal event that the outstanding amount of Swing any component of the 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the and Letter of Credit Usage at such timeAccommodations, plus (y) or the principal aggregate amount of Swing the outstanding Loans outstanding at such time. (band Letter of Credit Accommodations and other Obligations, exceeds the amounts available under the lending formulas set forth in Sections 2.1(a) Amounts borrowed pursuant to and 2.1(b) hereof in the aggregate or for an individual Borrower as set forth in this Section 2.1 2.l(b), the sublimit for Eligible Unbilled Accounts set forth in this Section 2.1(b), the L/C Sublimit or the Maximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Lender, which may be repaid and, subject to the terms and conditions of this Agreement, reborrowed made at any time during or from time to time, immediately repay to Lender the term of this Agreement. The outstanding principal entire 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 any such excess(es) for which they otherwise become due and payable pursuant to the terms of this Agreementpayment is demanded (other than such excess(es) which have been permitted by Lender in writing in its discretion). (c) Anything Within forty-five (45) days after the end of each calendar quarter, Borrowers may collectively elect 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 Reserves the Maximum Credit by no more than $5,000,000 (which reduction or increase shall take effect no less than five (5) Business Days from Lender’s receipt of written notice of Borrowers’ election) so long as: (i) no Default or Event of Default exists, has occurred and against is continuing or would occur as a result of such increase or decrease, (ii) GL UK elects, in accordance with the Borrowing Base. The terms of the UK Loan Agreement, to concurrently (A) reduce the amount of the Facility Limit by the British pounds sterling equivalent of such increase or (B) increase the Facility Limit by the British pounds sterling equivalent of such reduction, (iii) any Reserve established by Agentsuch reduction or increase does not have the effect of (A) increasing the amount of the Global Facility to an amount in excess of Fifty-Five Million Dollars ($55,000,000), (B) increasing the Maximum Credit to an amount in excess of Forty Million Dollars ($40,000,000) or (C) decreasing the Maximum Credit to an amount that is less than Twenty Million Dollars ($20,000,000), and any changes (iv) Lender shall have received an accommodation fee in the amount of Twenty-Five Thousand Dollars ($25,000). No reduction of the Maximum Credit elected pursuant to this Section 2.1(c) shall be subject to the eligibility criteria set forth fees provided for 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 maintained 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 DiscretionSection 12.1(c) 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 in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) 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 and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 Discretionmaintained.

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, BA Advances and Libor Rate 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 Xxxxxx’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 (vi) with respect to prepaid agronomy products, seventy percent (70%) of the prepaid amount; plus (vii) with respect to grain forward contracts: (A) eighty percent (80%) of contract equity on grain forward contracts with 12 months or less until the delivery date thereunder; plus (B) 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 Xxxxxx’s Pro Rata Share of an amount equal forward contracts shall not exceed $50,000,000 at any time; (viii) with respect to Eligible Real Estate Collateral, the lesser of: (A) 50% of the amount equal Fair Market Value of such Eligible Real Estate Collateral; or (B) 75% of the Forced Sale Value of such Eligible Real Estate Collateral; To a maximum of 25% of the Revolving Loans Borrowing Base; plus (ix) with respect to Eligible Machinery and Equipment, the lesser of: (A) 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; (x) less any Availability Reserves; (b) Administrative Agent may, in its discretion, from time to time (i) reduce the Revolving Loans Borrowing Base 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 on the ratio of (1) the Maximum Revolver Amountaggregate amount of the net reductions in Accounts (including, less 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 sum of (y) the Letter of Credit Usage at such time, plus (z) the principal aggregate amount of Swing Loans outstanding at such time, and total sales) exceeds five (5%) percent; or (B) the amount equal to general creditworthiness of account debtors has declined; and/or (1ii) reduce the Revolving Loans Borrowing Base with respect to Eligible Inventory to the extent that Administrative Agent determines (as of such date (based upon 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 change 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 Report delivered by Borrowers limit) has decreased, or (C) the nature and quality of the Inventory has deteriorated. In determining whether to Agentreduce 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. (c) In the event that the outstanding Canadian Dollar Amount of any component of the Revolving Loans, or the aggregate Canadian Dollar Amount of the outstanding Revolving Loans, exceed the amount of the Revolving Loans Borrowing Base or the Maximum Revolver Credit, as adjusted 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 such excess(es) for Reserves established by Agent in accordance with Section 2.1(c)), less which payment is demanded within two (2) the sum Business Days of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timedemand. (bd) Amounts borrowed pursuant So long as no Event of Default shall have occurred and be continuing, the Borrower may from time to this Section 2.1 time request that the Lenders make US Prime Rate Loans or may request that Libor Rate Loans be repaid and, subject converted to US Prime Rate Loans. Such request from Borrower shall be sent to the Administrative Agent and specify the amount of the US Prime Rate Loans or the amount of the Libor Rate Loans to be converted to US Prime Rate Loans. Subject to the terms and conditions contained herein, one (1) Business Day after receipt by Administrative Agent of such request from Borrower such US Prime Rate Loan shall be made or such Libor Rate Loan shall be converted to US Prime Rate Loans. (e) So long as no Event of Default shall have occurred and be continuing, the Borrower may from time to time request that the Lenders make Libor Rate Loans or may request that US Prime Rate Loans be converted to Libor Rate Loans or that any existing Libor Rate Loans continue for an additional Interest Period. Such request from Borrower shall be sent to the Administrative Agent and shall specify the amount of the Libor Rate Loans or the amount of the US Prime Rate Loans to be converted to Libor Rate Loans or the amount of the Libor Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Libor Rate Loans. Subject to the terms and conditions contained herein, two (2) Business Days after receipt by Administrative Agent of such a request from Borrower, such Libor Rate Loans shall be made or US Prime Rate Loans shall be converted to Libor Rate Loans or such Libor Rate Loans shall continue, as applicable, provided, that, (i) no Event of Default shall exist or have occurred and be continuing; (ii) Administrative Agent shall not have sent any Notice of Termination of this Agreement, reborrowed ; (iii) Borrower shall have complied with such customary procedures as are generally established by Lenders for all customers and specified by Administrative Agent to the Borrower from time to time for requests by the Borrower for Libor Rate Loans; (iv) no more than twenty (20) Interest Periods (for all outstanding BA Advances and Libor Rate Loans) may be in effect at any one time; (v) the aggregate amount of the Libor Rate Loans must be in an amount not less than One Million US Dollars (US $1,000,000.00) or an integral multiple of One Hundred Thousand US Dollars (US $100,000.00) in excess thereof; and (vi) the Administrative Agent shall have determined that the Interest Period or Libor Rate can be readily determined as of the date of the request for such Libor Rate Loan by the Borrower and such Interest Period does not extend beyond the Maturity Date. Any request by the Borrower for Libor Rate Loans or to convert US Prime Rate Loans to Libor Rate Loans or to continue any existing Libor Rate Loans shall be irrevocable. Notwithstanding anything to the contrary contained herein, Lenders shall not be required to purchase US Dollar deposits in the London interbank market to fund any Libor Rate Loans, but the provisions hereof shall be deemed to apply as if Lenders had purchased such deposits to fund the Libor Rate Loans. (f) So long as no Event of Default shall have occurred and be continuing, the Borrower may from time during to time request that the term Lenders make Canadian Prime Rate Loans or may request that BA Advances be converted to Canadian Prime Rate Loans. Such request from Borrower shall be sent to the Administrative Agent and specify the amount of the Canadian Prime Rate Loans or the amount of the BA Advances to be converted to Canadian Prime Rate Loans. Subject to the terms and conditions contained herein, one (1) Business Day after receipt by Administrative Agent of such request from Borrower such Canadian Prime Rate Loan shall be made or such BA Advances shall be converted to Canadian Prime Rate Loans. (g) So long as no Event of Default shall have occurred and be continuing, the Borrower may from time to time request that the Lenders make BA Advances or may request that Canadian Prime Rate Loans be converted to BA Advances or that any existing BA Advances continue for an additional Interest Period provided that the Interest Period with respect to such BA Advance does not extend beyond the Maturity Date. Such request from Borrower shall be sent to the Administrative Agent and shall specify the amount of the BA Advances or the amount of the Canadian Prime Rate Loans to be converted to BA Advances or the amount of the BA Advances to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such BA Advances. Subject to the terms and conditions contained herein, two (2) Business Days after receipt by Administrative Agent of such a request from Borrower, such BA Advances shall be made or Canadian Prime Rate Loans shall be converted to BA Advances or such BA Advances shall continue, as applicable, provided, that, (i) no Event of Default shall exist or have occurred and be continuing; (ii) Administrative Agent shall not have sent any Notice of Termination of this Agreement. The ; (iii) Borrower shall have complied with such customary procedures as are generally established by Lenders for all customers and specified by Administrative Agent to the Borrower from time to time for requests by the Borrower for BA Advances; (iv) no more than twenty (20) Interest Periods (for all outstanding principal BA Advances and Libor Rate Loans) may be in effect at any one time; and (v) the aggregate amount of the Revolving LoansBA Advances must be in an amount not less than One Million Dollars ($1,000,000.00) or an integral multiple of One Hundred Thousand Dollars ($100,000.00) in excess thereof. Any request by the Borrower for BA Advances or to convert Canadian Prime Rate Loans to BA Advances or to continue any existing BA Advances shall be irrevocable. Notwithstanding anything to the contrary contained herein, Lender shall not be required to sell bankers’ acceptances to fund any BA Advances, but the provisions hereof shall be deemed to apply as if Lenders had sold bankers’ acceptances to fund the BA Advances. (h) Any Libor Rate Loans shall automatically convert to US Prime Rate Loans upon the last day of the applicable Interest Period, and BA Advances shall automatically convert to Canadian Prime Rate Loans upon the last day of the applicable Interest Period unless applicable Lender has received a request to continue such Libor Rate Loan one (1) Business Day prior to such last day of such Libor Rate Loan or such BA Advance, in each case in accordance with the terms hereof. Upon the occurrence of an Event of Default that is continuing, or if Borrower repays or prepays a Libor Rate Loan and/or BA Advance on a day other than the last day of the applicable Interest Period, the Borrower shall indemnify such Lender for any loss or expense suffered or incurred by such Lender including, without limitation, any loss of profit or expenses such Lender incurs by reason of the liquidation or redeployment of deposits or other funds acquired by it to effect or maintain any and all Libor Rate Loans and/or BA Advances, or any interest or other charges payable to lenders of funds borrowed by such Lender in order to maintain such Libor Rate Loans and/or BA Advances, together with interest accrued and unpaid thereonany other charges, shall constitute Obligations and shall be due and payable on costs or expenses incurred by such Lender relative thereto, unless any such loss or expense was the applicable Maturity Date or, if earlier, on result of the date on which they otherwise become due and payable pursuant to the terms wilful misconduct or gross negligence of this Agreementsuch Lender. (ci) Anything 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 contrary in this Section 2.1 notwithstanding, Agent shall have amount of Revolving Loans being repaid or prepaid and the right repayment or prepayment date. (but not ii) cancel the obligation) entire unused line of Revolving Loans at any time, in or any part thereof from time to time, by notice to the exercise Administrative Agent thereof specifying the amount to be cancelled and the effective date of its Permitted Discretion, to establish and increase or decrease Reserves and against such cancellation (which may be no earlier than the Borrowing Basefollowing Business Day). The Maximum Revolver Credit shall automatically reduce by the amount of any Reserve established by Agentsuch cancellation on the effective date of cancellation specified. (j) For the purposes of this Section 2.1, 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 where a reasonable relationship to the event, condition, other circumstance, or fact that notice is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained 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 required to be established or increased. Upon establishment or increase in Reservesdelivered by the Borrower on a particular day but the deadline for delivery of such notice is not specified, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may deadline shall 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 Discretion12:00 pm (Toronto time).

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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’s Pro Rata Share of an amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, Amount less (2) the sum of (yx) the Letter of Credit Usage at such time, plus (zy) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), whether delivered pursuant to Schedule 5.2 or otherwise) less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become 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) 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 and against the Borrowing BaseBase 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 Receivables Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 Discretionmaintained.

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 XxxxxxLender’s Revolver Commitment, or or (ii) such XxxxxxLender’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 and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Domestic In-Transit Inventory, Eligible International In-Transit Crude Oil, Inventory and Eligible InRe-Transit Products, Eligible Exchange Agreement Positive Balance, Eligible Merchandise Inventory, Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt 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 maintained 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 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 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 applicable 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 otherwise become due and payable pursuant to the terms of this Agreementare also 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) at any timelending formulas to address such event, in the exercise of its Permitted Discretion, to establish and increase condition or decrease Reserves and against the Borrowing Basematter. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth reduction in the definitions lending formula by Agent pursuant to Section 2.1(b) or the establishment 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 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 a reduction or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria; providedsuch Availability Reserve, that Agent shall endeavor to notify Administrative Borrower at or before as 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 case 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 Discretionbe.

Revolving Loans. (aA) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to Calliope may make revolving loans (the “Receivable Revolving Loans”) to the Companies from time to time during the Revolver Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Calliope may reasonably in its good faith judgment deem proper and necessary from time to time (the “Reserves”) minus (III) the aggregate outstanding principal balance of the Purchase Order Revolving Loans and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(A)(y)(I) minus 2(a)(i)(A)(y)(II) shall be referred to as the “Receivable Formula Amount.” (B) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Calliope may make additional revolving loans (the “Purchase Order Revolving Loans” together with the Receivable Revolving Loans, the “Revolving Loans”) to Borrowers the Companies from time to time during the Revolver Term which, in an amount the aggregate at any one time outstanding outstanding, will not to exceed the lesser of: of (ix)(I) such Xxxxxx’s Revolver Commitment, or the Capital Availability Amount minus (iiII) such Xxxxxx’s Pro Rata Share the Reserves minus (III) the aggregate outstanding principal balance of the Receivable Revolving Loans and (y) an amount equal to the lesser of: (AI) the amount equal to Purchase Order Availability minus (1II) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal Reserves. The 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 derived 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 from Section 2(a)(i)(B)(y)(I) minus 2(a)(i)(B)(y)(II) shall be due and payable on referred to as the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant to the terms of this Agreement“Purchase Order Formula Amount”. (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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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 and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) Loans to Borrowers Borrower from time to time in an amounts requested by Borrower up to the amount at any one time outstanding not equal to exceed the lesser of the Maximum Credit and the sum of: (i) such Xxxxxx’s Revolver CommitmentSixty-Five percent (65%) of the Value of Eligible Inventory; provided, orthat following the occurrence and during the continuance of a Trigger Event the advance rate set forth herein may, in Lender's discretion, be limited to eighty-five percent (85%) of the net orderly liquidation value of Eligible Inventory as determined by an appraisal conducted by an appraiser satisfactory to Lender; less (ii) such Xxxxxx’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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such timeany Availability Reserves. (b) Amounts borrowed pursuant Lender may, in its discretion, from time to this Section 2.1 may be repaid andtime, subject upon not less than five (5) days prior notice to Borrower, reduce the lending formula(s) with respect to Eligible Inventory to the terms extent that Lender reasonably and conditions in good faith determines that: (i) the number of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount days of the Revolving Loansturnover of the Inventory for any period has changed in any material respect or (ii) the liquidation value of the Eligible Inventory, together with interest accrued or any category thereof, has materially decreased, or (iii) the nature and unpaid thereonquality of the Eligible Inventory has materially deteriorated. In determining whether to reduce the lending formula(s), shall constitute Obligations and shall be due and payable on the applicable Maturity Date orLender may consider (but without duplication) events, if earlierconditions, on the date on contingencies or risks which they otherwise become due and payable pursuant to the terms of this Agreementare also considered in determining Eligible Inventory or in establishing Availability Reserves. (c) Anything to Except in Lender's discretion, the contrary in this Section 2.1 notwithstanding, Agent shall have aggregate amount of the right (but not Loans and the obligation) Letter of Credit Accommodations outstanding at any time, in time shall not exceed the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against Maximum Credit. In the Borrowing Base. The event that the outstanding amount of any Reserve established by Agentcomponent of the Loans, or the aggregate amount of the outstanding Loans and any changes to Letter of Credit Accommodations, exceed the eligibility criteria amounts available under the lending formulas, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) or the definitions of Eligible Accounts ReceivableMaximum Credit, Eligible Investment Grade Receivablesas applicable, 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 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 duplicative made at any time or from time to time, immediately repay to Lender the entire amount of any other reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount excess(es) for which payment 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 Discretiondemanded.

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 Xxxxxx’s Revolver Commitment$8,000,000 at any one time outstanding (the "Maximum Credit Limit"), or (ii) such Xxxxxx’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 of all outstanding Letters of Credit (1) the Borrowing Base as including drawn but unreimbursed Letters of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)Credit), less (2) and minus the sum of (x) FX Reserve, and minus all amounts for Cash Management Services utilized under the Letter of Credit Usage at such Cash Management Services Sublimit. Silicon may, from time to time, plus (y) 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 applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable pursuant respect to Receivables or other issues or factors relating to the terms of this AgreementReceivables or other Collateral. (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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’s Pro Rata Share of an any amount equal to the lesser of: (A) the amount equal to (1) the Maximum Revolver Amount, 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 (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), time less (2) the sum of (xy) the Letter of Credit Usage at such time, plus (yz) 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 otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves Receivable Reserves, Inventory Reserves, Bank Product Reserves, and against the Borrowing Baseother Reserves. The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by 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 Agent 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 maintained 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 increasedreserve. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve 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 reduced to $0 (the date of such reduction, the “Port Lien Subordination Date”), and (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 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 Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxRevolving Lender’s Revolver Commitment, orand (ii) such XxxxxxRevolving 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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), ) less (2) the sum of (x1) the Letter of Credit Usage at such time, plus (y2) 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 otherwise become 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) at any time), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Rolling Stock Reserves, Landlord Reserves, Bank Product Reserves, Mexico Rolling Stock Reserve and other Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided that Agent shall not establish any Reserves in respect of Rolling Stock until such time as the Borrowing Base includes the asset class described in clause (b) under the definition thereof. The amount of any Receivable Reserves, Rolling Stock Reserves, Landlord Reserves, Bank Product Reserves, Mexico Rolling Stock Reserve or other Reserve established by 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 Agent 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 maintained 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 increasedmaintained. Upon establishment or increase in Reservesreserves, Agent agrees to make itself available to discuss the Reserve 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 Reserves, Rolling Stock Reserves, Landlord Reserves, Bank Product Reserves, Mexico Rolling Stock 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 Reserves, Rolling Stock Reserves, Landlord Reserves, Bank Product Reserves, Mexico Rolling Stock 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 Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 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 maintained 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. 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 revolving line of credit (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 a total amount at any one time outstanding not to exceed the lesser ofof (i) the Maximum Dollar Amount less the aggregate outstanding principal amount of the Fixed Asset Term Loan, or (ii) the sum of (a) through (d) below, to be advanced to Universal as provided in subsections (1), (2), (3) and (4) below: (ia) such Xxxxxx’s Revolver Commitment, orLoans (the "Receivable Loans") in an amount not to exceed eighty percent (80%) of the aggregate amount of Borrowers' and ONE's Eligible Receivables (as defined in Section 8 of this Agreement); PLUS (iib) such Xxxxxx’s Pro Rata Share Loans (the "Inventory Loans") in an amount not to exceed sixty percent (60%) of the aggregate Value of the Eligible Inventory of the Borrowers and ONE provided that the Borrowers and ONE, on a consolidated basis but with the exclusion of UAS going-out-of-business merchandise sales, shall have maintained gross margins in excess of thirty percent (30%) to be determined quarterly on the basis of the average gross margins maintained for the preceding trailing twelve month period; and in the event that the Borrowers and ONE do not maintain the thirty percent (30%) gross margins as provided above, the advance rate against Eligible Inventory shall be set by Coast as it determines in its reasonable credit judgment; MINUS (c) an amount equal to the lesser ofproduct of the then undrawn amounts of the outstanding Letters of Credit issued to Universal multiplied by the applicable percentages as provided in Section 1.4 of this Agreement; MINUS (d) any Availability Reserves; all of the foregoing subject to the following: (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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject REVOLVING LOANS BASED UPON UNIVERSAL'S BORROWING AVAILABILITY. Subject to the terms and conditions set forth in Section 5.5(g) of this Agreement, reborrowed and within the overall limits for Revolving Loans set forth above, Revolving Loans may be advanced by Coast to Universal to be utilized by Universal either for its own corporate purposes, or to be lent by Universal to any of ODI, UAS or ONE, as Universal shall determine from time to time, and on terms and conditions acceptable to Coast, to fund Universal's intercompany loans to ODI, UAS or ONE in excess of the intercompany loans advanced against the individual borrowing availabilities of ODI, UAS or ONE, as the case may be, permitted by Section 5.5(g) and subsections (2), (3) and (4) below. In no event shall the total of Revolving Loans to Universal at any time during exceed eighty percent (80%) of the term of this Agreement. The outstanding principal amount of Universal's Eligible Receivables; PLUS sixty percent (60%) 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 otherwise become due and payable pursuant to the terms Value 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 Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Universal's 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 maintained 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 provided that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, Borrowers and ONE have maintained gross margins in a manner excess of thirty percent (30%) determined and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretionadjusted as described above.

Revolving Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements to which an Obligor is a party, and during the term Original Term and any Renewal Term, so long as no Event of this AgreementDefault has occurred and is continuing, each Revolving Lender Lender, severally and not jointly, agrees (severally, not jointly or jointly and severally) to make its Pro Rata Share of revolving loans and advances (the “Revolving Loans”) requested by Borrower up to Borrowers in an amount at any one time outstanding 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 to exceed the lesser of:sum of the following sublimits (the “Revolving Loan Limit”): (i) such Xxxxxxeighty-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 Borrower’s Revolver Commitment, orbusiness) of Borrower’s Billed Eligible Accounts; plus (ii) such Xxxxxx(A) seventy percent (70%) 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 Borrower’s Pro Rata Share business) of an amount equal to Borrower’s Unbilled Eligible Accounts or (B) Fourteen Million and No/100 Dollars ($14,000,000), whichever is less; plus (iii) the lesser of: least of (A) the face amount equal of the Overadvance Letter of Credit (or the amount of cash collateral held as a result of a drawing thereof), (B) 50% of the Overadvance Facility then in effect as requested by Borrower pursuant to Overadvance Facility Requests and (1C) Five Million Five Hundred Thousand Dollars ($5,500,000) (the Maximum Revolver Amount“Overadvance Availability”); minus (iv) such reserves as Agent elects, less in its sole discretion, determined in good faith, to establish from time to time (2which amount shall include an amount reflecting unpaid payroll including payroll taxes which amount shall initially be $8,300,000); provided, that the Revolving Loan Limit shall in no event exceed, as of any date, the least of (x) Twenty-Five Million and No/100 Dollars ($25,000,000) plus the sum amount of any portion of LaSalle’s initial Revolving Loan Commitment which is purchased as of such date by another Lender or Lenders, (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 aggregate Revolving Loan Commitments in effect as of such date and (based upon z) Forty Million and No/100 Dollars ($40,000,000) (such amount from time to time in effect, the “Maximum Revolving Loan Limit”); provided, further, that the Revolving Loan Limit shall be determined by reference to the most recent Borrowing Base Report current borrowing base certificate delivered by Borrowers pursuant to Agent, as Section 9(a) and such determination shall remain in effect until delivery of the next borrowing base certificate unless the Revolving Loan Limit is otherwise adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum its sole credit judgment determined in good faith as a result of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject Billed Eligible Accounts or Unbilled Eligible Accounts becoming ineligible prior to the terms delivery of the next borrowing base certificate or the establishment by Agent in its sole discretion, determined in good faith, of any reserves. For purposes hereof, Revolving Loans shall be deemed outstanding first with respect to the Overadvance Availability then in effect and conditions of this Agreement, reborrowed at then against the other availability provided in the Revolving Loan Limit. Agent shall provide prompt notice to Borrower when (i) any time during the term of this Agreement. The outstanding principal amount adjustment of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on Loan Limit prior to the applicable Maturity Date or, if earlier, on the date on which they otherwise become due and payable delivery of a borrowing base certificate pursuant to the terms of this AgreementSection 9(a) is made and (ii) establishing any reserves. (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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 maintained 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. Section 2.1 (a) of the Loan Agreement is hereby amended in its entirety to read as follows: (a) Subject to to, and upon the terms and conditions of this Agreementcontained herein, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (“Revolving Loans”or by One Price on behalf of One Price PR), (i) to Borrowers in an amount at any one time outstanding not to exceed the lesser sum of: (iA) such Xxxxxx’s Revolver Commitmentupon and after the Credit Card Receivable Eligibility Date, orthe amount equal to eighty-five (85%) percent of the Net Amount of Eligible Credit Card Receivables of Borrowers, plus, (iiB) such Xxxxxx’s Pro Rata Share of up to an amount equal to the lesser of: : (Ax) eighty (80%) percent of the amount equal to (1) Value of the Maximum Revolver AmountEligible Inventory of such Borrower, less (2) the sum of or (y) eighty-five (85%) percent of the Net Recovery Cost Percentage multiplied by the Cost of the Eligible Inventory of such Borrower, minus (ii) any Availability Reserves. For purposes only of applying the Inventory Loan Limit, Lender may treat the then undrawn amounts of outstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventory as Revolving Loans to the extent Lender is in effect basing the issuance of the Letter of Credit Usage at Accommodations on the Value of the Eligible Inventory being purchased with such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the sublimit, the outstanding Revolving Loans and Reserves shall be attributed first to any components of the lending formulas set forth above that are not subject to such sublimit, before being attributed to the components of the lending formulas subject to such sublimit. The amounts of Eligible Inventory of any Borrower shall, at such timeLender's option, plus (y) be determined based on the principal lesser of the amount of Swing Loans outstanding at such time. (b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they 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 Reserves and against the Borrowing Base. The amount of any Reserve established by Agent, and any changes to the eligibility criteria Inventory set forth in the definitions general ledger 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 such Borrower or Eligible Petroleum Asphalt Inventory shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for perpetual inventory record maintained by such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained 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 DiscretionBorrower."

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 XxxxxxLender’s Revolver Commitment, or or (ii) such XxxxxxLender’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 and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 circumstanceTerm Loan Borrowing Base, 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 maintained or eligibility criteriaMaximum Revolver Amount; provided, that Agent shall endeavor to notify Administrative Borrower Borrowers at or before the time any such Reserve in a material amount is to be established or increased. Upon , 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 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.61 125672876_9 151541717_6

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 Xxxxxx’s Revolver Commitment, orand (ii) such Xxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing 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 Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and Eligible Investment Grade Receivables, Eligible Credit Card Receivables, Eligible L/C-Backed Receivables, Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants Inventoryas applicable, 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 maintained or eligibility criteria; provided. (d) Anything to the contrary in this Agreement notwithstanding, 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 portion of the Reserve or increase, and Borrowers may take such action as Borrowing Base comprised of Eligible Cash may be required so that the eventadjusted, 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 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 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 XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase and/or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 maintained 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. 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 XxxxxxLender’s Revolver Commitment, orand (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing 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 Reserve established by 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 CashInventory, and Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt Inventory 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 maintained or eligibility criteria; provided. (d) Anything to the contrary in this Agreement notwithstanding, 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 portion of the Reserve or increase, and Borrowers may take such action as Borrowing Base comprised of Eligible Cash may be required so that the eventadjusted, 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 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 Each Lender agrees, severally but not jointly, to make loans to the terms and conditions Borrower in amounts equal to such Lender's Commitment Percentage of this Agreementeach such loan, and during the term Borrower agrees to borrow from the Lenders, upon request of this Agreementthe Borrower from time to time, each Revolving Lender agrees (severally, not jointly or jointly and severally) up to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment100% of the face value of EBC's Eligible Warehoused Loans, or and (ii) such Xxxxxx’s Pro Rata Share 80% of an amount equal to the lesser of: EBC's Eligible Stub Loans (A) the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of clauses (yi) and (ii) being 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 Report delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the "Borrowing Base. The amount of any Reserve established by 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 maintained or eligibility criteria"); provided, that the total amount of all Loans outstanding at any time under this Section 2.1(a) shall not exceed the Borrowing Base minus $1,000,000. The amounts of such Loans shall be determined in the sole discretion of the Agent and the Lenders to be consistent with the value of the Eligible Warehoused Loans, the Eligible Stub Loans and the Eligible 504 Loans, taking into account all fluctuations of the value thereof in light of the Agent's and the Lenders' experience and sound business principles. Such determinations shall endeavor be subject to notify Administrative the requirements of good faith on the Agent's and the Lenders' part, the Borrower's undertakings hereunder, and especially the Borrower's grant to the Agent of a security interest in the Collateral as security for the Loans and all other Obligations, which will, of necessity, fluctuate in amount, and to the condition that the Lenders at all times be fully secured. To the extent necessary to reduce the total amount of all Loans outstanding to the maximum amount then available under this Section 2.1, the Borrower shall pay to the Lenders, on demand, the amount of outstanding Loans in excess of that maximum amount. The Guaranteed Portion of an Eligible SBA Loan shall be included in the Borrowing Base when EBC has provided the Agent with a copy of the related SBA approval and the form of the related SBA Note (to be signed at the closing of such Loan), a copy of the related form 1050 settlement sheet in the case of a multiple-disbursement SBA Loan, and such other documentation as the Agent reasonably requests, by fax or before otherwise. The Non-Guaranteed Portion of an Eligible SBA Loan shall be included in the Borrowing Base (to the extent of 80%, as provided above) at such time any as the original, executed SBA Note is delivered to the Note Custodian (provided that, if such Reserve in a material amount Loan is to be established or increased. Upon establishment or increase closed by an Escrow Agent, then 80% of the Non-Guaranteed Portion of such Eligible SBA Loan shall be included 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 Borrowing Base at the same time that the event, condition, circumstance, or fact that Guaranteed Portion of such Loan is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent included in the exercise of its Permitted DiscretionBorrowing Base).

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 Xxxxxx’s Revolver Commitment, orand (ii) such Xxxxxx’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c2.1(d)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time. (b) Amounts [Reserved]. (c) Xxxxxxx borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the applicable Maturity Date or, if earlier, on the date on which they 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount; provided, that Agent shall notify Borrowers at least three Business Days prior to the date on which any such Reserve is to be established or increased or any change is made to the eligibility criteria set forth in the definitions of Eligible Billed Accounts, Eligible Unbilled Accounts, Eligible Progress Billings, and Eligible Inventory; provided further, that (i) no such prior notice shall be required for changes to any Reserves or Availability resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation set forth in this Agreement or previously utilized; (ii) no such prior notice shall be required during the continuance of any Event of Default; (iii) no such prior notice shall be required with respect to any Reserve established in respect of any Lien that has priority over Agent’s Liens on the Collateral; and (iv) no Loans shall be made or Letters of Credit issued during such three Business Day period unless no Overadvance is then in existence (after giving effect to the establishment of such Reserve or the change to such eligibility criteria). The amount of any Reserve established by 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 InventoryBilled Accounts, Eligible Unbilled Accounts, Eligible CashProgress Billings and Eligible Inventory, 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 Reserve or change in eligibility and shall not be duplicative of any other reserve Reserve established and currently maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such Xxxxxx’s Revolver Commitment, or (ii) such Xxxxxx’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, andor (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase 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 Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts ReceivableAccounts, 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, and Eligible Unbilled Accounts, Eligible Cash, Eligible Renewable Identification Numbers or Eligible Petroleum Asphalt 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 (other than Pledged Cash L/C Usage) at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and (B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage (other than Pledged Cash L/C Usage) at such time, plus (y) 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 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 Reserves and against the Borrowing Base. The amount of any Reserve established by 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 InventoryAccounts, Eligible Unbilled Accounts, Accounts and 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 maintained or eligibility criteria; provided, that Agent shall endeavor to notify Administrative Borrower at or before the time any such Reserve in a material amount is to be established or increased. Upon establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion.

Revolving Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such XxxxxxLender’s Revolver Commitment, or (ii) such XxxxxxLender’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 Report Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of (x) the Letter of Credit Usage at such time, plus (y) 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 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 Reserves and against the Borrowing BaseBase or the Maximum Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions of Eligible Accounts Receivable, and 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 maintained 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.