Common use of The Revolving Credit Commitments Clause in Contracts

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars, Canadian Dollars or Euros (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Each (i) Borrowing denominated in Dollars shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans as the Borrower may request in accordance herewith, (ii) Borrowing denominated in Euros shall be comprised entirely of Eurocurrency Rate Loans and (iii) each Borrowing denominated in CDN$ shall be comprised of Canadian Prime Rate Loans or BA Rate Loans. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.12.01. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.23.02), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 3.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 3.02 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 3.02 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c2.01(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereundera Base Rate Loan. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Base Rate Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, (i) all “Revolving Loans” under and as defined in the Existing Credit Agreement shall, on the Effective Date, be deemed to be Revolving Loans under this Agreement and, if applicable, shall have the same Interest Periods (it being understood that for purposes hereof, an amount of such Loans equal to the Maximum Tranche A-1 Credit shall be deemed to be Tranche A-1 Loans hereunder, with any excess amount being deemed to be Tranche A Loans), (ii) each Tranche A Lender severally agrees to make loans in Dollars (each, a “Revolving Tranche A Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Tranche A Lender not to exceed such Tranche A Lender’s Revolving Credit Tranche A Commitment; , provided, however, that at no time shall any Tranche A Lender be obligated to make a Revolving Tranche A Loan in excess of such Tranche A Lender’s Ratable Portion of the Maximum Tranche A Available Credit and (iii) each Tranche A-1 Lender severally agrees to make loans in Dollars (each, a “Tranche A-1 Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Tranche A-1 Lender not to exceed such Tranche A-1 Lender’s Tranche A-1 Commitment, provided, however that at no time shall any Tranche A-1 Lender be obligated to make a Tranche A-1 Loan in excess of such Tranche A-1 Lender’s Ratable Portion of the Tranche A-1 Available Credit. Within the limits of the Revolving Credit Commitment of each Lenderforegoing limits, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding Notwithstanding anything to the contrary contained herein, all Revolving Loans shall be Tranche A-1 Loans until the Tranche A-1 Available Credit has been reduced to be zero. If any Tranche A-1 Loan is prepaid in part pursuant to Section 4.22.8 (Optional Prepayments) or Section 2.9 (Mandatory Prepayments), the Administrative Agent is authorized any Revolving Loans thereafter requested by the Borrower and (or deemed to have been requested by the Lenders, from time Borrower) shall be Tranche A-1 Loans until the Tranche A-1 Available Credit has been reduced to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make be zero. Thereafter all Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c)Tranche A Loans. (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (ai) On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees to make loans in Dollars or in one or more Alternative Currencies (each, a “Revolving Loan”) to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, provided that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion each of the Maximum Creditapplicable Credit Extension Conditions shall be satisfied after giving effect to any such Revolving Loans. Within the foregoing limits of and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1Loans. (bii) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) or other Credit Extensions to the BorrowerBorrowers, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Revolving Borrowing Base; provided that the (x) aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments and (y) the Revolving Credit Exposure of any Revolving Credit Lenders shall not exceed its Revolving Credit Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request that the Revolving Credit Lenders to make a Revolving Loan Loans to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Credit Lenders to fund their risk participations described in Section 2.1(c2.1(a)(iii). (ciii) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Revolving Commitment Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving Credit Lender’s Applicable Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (iv) Notwithstanding anything to the contrary set forth herein, no Canadian Borrower shall be permitted to borrow Loans denominated in Sterling prior to August 21, 2021.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, each a “"Revolving Loan”") to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date date hereof until the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such loans by such Lender not to exceed such Lender’s 's Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan (i) in excess of such Lender’s 's Ratable Portion of the Available Credit, (ii) to the extent that the aggregate Revolving Credit Outstandings, after giving effect to such Revolving Loan, would exceed the Maximum CreditCredit in effect at such time and (iii) to the extent that, in the case of any Borrower, the aggregate Revolving Credit Outstandings owing by such Borrower would exceed the Borrowing Base of such Borrower at such time. Within the limits of the each Lender's Revolving Credit Commitment of each LenderCommitment, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that after the conditions precedent set forth in Section 4.2 have been satisfied or waivedEFTC Joinder Date, the Administrative Agent Borrowers may request the Lenders to make provide additional Revolving Credit Commitments in an amount up to $50,000,000 (the "Facility Increase"); provided, however, that (i) the Borrowers shall have given the Administrative Agent at least 60 days prior written notice of its intention to effect a Revolving Facility Increase and the desired amount of such Facility Increase, (ii) the conditions precedent to a Borrowing set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied as of the Facility Increase Effective Date and (iii) an opinion of counsel to repay a Protective Advance. At the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Issuers and the Lenders and addressing such matters as any other time, Lender through the Administrative Agent may require reasonably request (including an opinion as to no conflicts with other Indebtedness) shall be delivered to the Lenders Administrative Agent. The Borrowers shall have the right to fund their risk participations described offer such increase to (x) the Lenders, and each Lender will have the fight, but not the obligation, to commit to all or a portion of the proposed Facility Increase or (y) Eligible Assignees; provided, however, that the minimum additional Revolving Credit Commitment of each such Lender or Eligible Assignee equals or exceeds $5,000,000 and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender or Eligible Assignee agrees to commit to all or a portion of such Facility Increase and, in Section 2.1(c). (c) Upon the making case of a Protective Advance an Eligible Assignee, to be bound by the Administrative Agent terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreements providing for a Facility Increase (whether before or after the occurrence of a Default"Facility Increase Effective Date"), the Revolving Credit Commitments shall be increased by the amount committed to by each Lender shall be deemedor Eligible Assignee on the Facility Increase Date. In the event there are Lenders and Eligible Assignees that have committed to a Facility Increase in excess of the maximum amount requested (or permitted), without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, then the Administrative Agent shall promptly distribute have the right to allocate such Lendercommitments, such Lender’s Applicable Percentage of all payments of principal first to Lenders and interest and all proceeds of Collateral received by then to Eligible Assignees, on whatever basis the Administrative Agent determines is appropriate in respect consultation with the Borrowers. The Administrative Agent and the Lenders reserve the fight to request the Borrowers to pay compensation for such additional commitments for the Facility Increase and such Facility Increase shall not become effective until such fees shall have been paid. Only one Facility Increase may be effected pursuant to this clause (b) of such Protective AdvanceSection 2.1 (The Revolving Credit Commitments).

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, each a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Available Credit. Within the limits of the Revolving Credit Commitment of each Lenderforegoing limits, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject The Borrower shall have the right, with the consent of each Agent, after the Closing Date to request one or more increases (each, a “Facility Increase”) in the Revolving Credit Commitments in a principal amount not to exceed $60,000,000 in the aggregate for all such Facility Increases; provided, however, that (i) no Facility Increase shall be requested later than one year prior to the limitations set forth below Scheduled Termination Date, (ii) each Facility Increase shall be in an amount not less than $5,000,000 and (iii) no more than four Facility Increases may be requested during the term of this Agreement. Nothing in this Agreement shall be construed to obligate any Agent or any Lender to negotiate for (whether or not in good faith), solicit, provide or consent to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Agents. Each such Lender (and notwithstanding anything each of their Affiliates and Approved Funds) may, in its sole discretion, commit to the contrary participate in Section 4.2), such Facility Increase by forwarding its commitment therefor to the Administrative Agent is authorized in form and substance satisfactory to the Agents. The Administrative Agent shall allocate, in its sole discretion but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Revolving Credit Commitments to be made as part of such Facility Increase to the Lenders from which it has received such written commitments. If the Administrative Agent does not receive enough commitments from existing Lenders or their Affiliates or Approved Funds, it may, after consultation with the Borrower, allocate to Eligible Assignees any excess of the proposed amount of such Facility Increase agreed with the Borrower over the aggregate amounts of the commitments received from existing Lenders or their Affiliates or Approved Funds. Each Facility Increase shall become effective on a date agreed by the Borrower and the LendersAgents (each, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligationa “Facility Increase Date”), to make Revolving Loans (which may shall be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim case on or liability against after the Administrative Agent (regardless date of the amount satisfaction of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c)3. (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.12.01. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.24.02), the Administrative Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the BorrowerBorrowers, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. Protective Advances shall bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. At any time that the conditions precedent set forth in Section 4.2 4.02 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c2.01(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Except as set forth in clause (b) above with respect to Protective Advances, each Borrowing shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans as the Lead Borrower may request in accordance herewith.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Maxi-mum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.12.01. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.24.02), the Administrative Agent is authorized by the Borrower Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the BorrowerBorrowers, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 4.02 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 4.02 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. Protective Advances shall bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. At any time that the conditions precedent set forth in Section 4.2 4.02 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c2.01(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Except as set forth in clause (b) above with respect to Protective Advances, each Borrowing shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans as the Lead Borrower may request in accordance herewith.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c). (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. (d) Each Borrowing shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans as the Borrower may request in accordance herewith.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to continue to make loans in Dollars (each, a “together with each "Revolving Loan”" as defined in and made under the Existing Credit Agreement, a "Revolving Loan") to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such loans Revolving Loans by such Lender not to exceed such Lender’s 's Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan (i) in excess of such Lender’s 's Ratable Portion of the Available Credit, (ii) to the extent that the aggregate Revolving Credit Outstandings, after giving effect to such Revolving Loan, would exceed the Maximum CreditCredit in effect at such time and (iii) to the extent that, in the case of any Borrower, the aggregate Revolving Credit Outstandings owing by such Borrower would exceed the Borrowing Base of such Borrower at such time. Within the limits of the each Lender's Revolving Credit Commitment of each LenderCommitment, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject The Borrowers may, at any time, request the Lenders to provide additional Revolving Credit Commitments in an amount up to $50,000,000 (the limitations set forth below "Facility Increase"); AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION provided, however, that (and notwithstanding anything to i) the contrary in Section 4.2), Borrowers shall have given the Administrative Agent is authorized by the Borrower at least 60 days prior written notice of its intention to effect a Facility Increase and the Lendersdesired amount of such Facility Increase, from time (ii) the conditions precedent to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent Borrowing set forth in Section 4.2 has not been 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied or waived, which as of the Facility Increase Effective Date and (iii) an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in Issuers and the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in Lenders and addressing such matters as any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, Lender through the Administrative Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness) shall be delivered to the Lenders Administrative Agent. The Borrowers shall have the right to make offer such increase to (x) the Lenders, and each Lender will have the right, but not the obligation, to commit to all or a portion of the proposed Facility Increase or (y) Eligible Assignees; provided, however, that the minimum additional Revolving Loan Credit Commitment of each such Lender or Eligible Assignee equals or exceeds $5,000,000 and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to repay which such Lender or Eligible Assignee agrees to commit to all or a Protective Advanceportion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. At any other timeOn the effective date provided for in the Assumption Agreements providing for a Facility Increase (the "Facility Increase Effective Date"), the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c). (c) Upon the making of a Protective Advance Revolving Credit Commitments shall be increased by the Administrative Agent amount committed to by each Lender or Eligible Assignee on the Facility Increase Date. In the event there are Lenders and Eligible Assignees that have committed to a Facility Increase in excess of the maximum amount requested (whether before or after the occurrence of a Defaultpermitted), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, then the Administrative Agent shall promptly distribute have the right to allocate such Lendercommitments, such Lender’s Applicable Percentage of all payments of principal first to Lenders and interest and all proceeds of Collateral received by then to Eligible Assignees, on whatever basis the Administrative Agent determines is appropriate in respect of consultation with the Borrowers. The Administrative Agent and the Lenders reserve the right to request the Borrowers to pay compensation for such Protective Advanceadditional commitments for the Facility Increase and such Facility Increase shall not become effective until such fees shall have been paid. Only one Facility Increase may be effected pursuant to this clause (b).

The Revolving Credit Commitments. (ai) On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, provided that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion each of the Maximum Creditapplicable Credit Extension Conditions shall be satisfied after giving effect to any such Revolving Loans. Within the foregoing limits of and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1Loans. (bii) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) or other Credit Extensions to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Revolving Borrowing Base; provided that the (x) aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments and (y) the Revolving Credit Exposure of any Revolving Credit Lenders shall not exceed its Revolving Credit Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request that the Revolving Credit Lenders to make a Revolving Loan Loans to repay a Protective Advance. At any other time, the Administrative Agent may require the Revolving Credit Lenders to fund their risk participations described in Section 2.1(c2.1(a)(iii). (ciii) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Revolving Commitment Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving Credit Lender’s Applicable Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans in Dollars (each, each a “"Revolving Loan”") to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Closing Date until the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such loans by such Lender not to exceed such Lender’s 's Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan (i) in excess of such Lender’s 's Ratable Portion of the Available Credit and (ii) to the extent that the aggregate Revolving Credit Outstandings, after giving effect to such Revolving Loan, would exceed the Maximum CreditCredit in effect at such time. Within the limits of the each Lender's Revolving Credit Commitment of each LenderCommitment, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject Each of the Borrowers, jointly and severally, will be obligated in respect of the aggregate principal amount of all Loans, and the aggregate amount of credit available hereunder to any of the limitations set forth below (Borrowers at any time shall be determined taking into account all Loans outstanding and all Letter of Credit Obligations, regardless of which of the Borrowers may have received the proceeds of any of the Borrowings or the benefit of any of the Letters of Credit; provided, however, that notwithstanding anything to the contrary herein or in Section 4.2)any other Loan Document, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) Metropolitan's liability with respect to the Borrower, on behalf Loans and Letter of Credit Obligations and all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied other Obligations under the Loan Documents shall be limited to the greater of (a) the Loans and outstanding amounts of Letters of Credit borrowed by it or waived, which the Administrative Agent, in directly used for its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Basebenefit and (b) $16,000,000; provided further, that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure Metropolitan shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in be liable for any claim or liability against the Administrative Agent (regardless Letter of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and Credit Obligations to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization extent such obligations are cash collateralized pursuant to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c)9.3. (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, (i) all “Revolving Loans” under and as defined in the Existing Credit Agreement shall, on the Effective Date, be deemed to be Revolving Loans under this Agreement and, if applicable, shall have the same Interest Periods (it being understood that for purposes hereof, an amount of such Loans equal to the Maximum Tranche A-1 Credit shall be deemed to be Tranche A-1 Loans hereunder, with any excess amount being deemed to be Tranche A Loans), (ii) each Tranche A Lender severally agrees to make loans in Dollars (each, a “Revolving Tranche A Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Tranche A Lender not to exceed such Tranche A Lender’s Revolving Credit Tranche A Commitment; , provided, however, that at no time shall any Tranche A Lender be obligated to make a Revolving Tranche A Loan in excess of such Tranche A Lender’s Ratable Portion of the Maximum Tranche A Available Credit and (iii) each Tranche A-1 Lender severally agrees to make loans in Dollars (each, a “Tranche A-1 Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Tranche A-1 Lender not to exceed such Tranche A-1 Lender’s Tranche A-1 Commitment, provided, however that at no time shall any Tranche A-1 Lender be obligated to make a Tranche A-1 Loan in excess of such Tranche A-1 Lender’s Ratable Portion of the Tranche A-1 Available Credit. Within the limits of the Revolving Credit Commitment of each Lenderforegoing limits, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding Notwithstanding anything to the contrary in Section 4.2)contained herein, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make all Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by Tranche A-1 Loans until the Liens Tranche A-1 Available Credit has been reduced to be zero. If any Tranche A-1 Loan is prepaid in favor of the Collateral Agent in and part pursuant to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c). 2.8 (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On Upon the terms and subject to the conditions contained in this Agreementherein set forth, each Lender Revolving Credit Lender, severally and not jointly with any other Revolving Credit Lender, agrees to make loans Revolving Credit Loans and the Issuing Banks agree to issue Letters of Credit, to or for the benefit of the Borrower, subject in Dollars (each, a “Revolving Loan”) each case to the Borrower from following limitations: (i) Total Revolving Outstandings (other than as a result of any Permitted Overadvance) shall not at any time exceed the Maximum Revolving Borrowing Amount at such time; (ii) No Revolving Credit Lender shall be obligated to time on make any Business Day during Credit Extension to the period from the Effective Date until Borrower, if after giving effect to such Credit Extension, Total Revolving Outstandings shall exceed the Revolving Credit Termination Date in an aggregate Ceiling; (iii) No Revolving Credit Lender (other than the Revolving Credit Lender acting as the Swingline Lender) shall be obligated to make any Credit Extension to the Borrower, if after giving effect to such Credit Extension, the sum of (A) the outstanding principal amount at any time outstanding for all of such loans by such Lender not to exceed such Revolving Credit Lender’s Revolving Credit Loans plus (B) an amount equal to such Revolving Credit Lender’s Revolving Commitment Percentage of the aggregate principal amount of all Letter of Credit Outstandings, outstanding Swingline Loans and outstanding Overadvances, shall exceed such Revolving Credit Lender’s Revolving Commitment,; (iv) No Issuing Bank shall be obligated to issue, amend, or extend any Letter of Credit, if after giving effect to any such issuance, amendment or extension, the Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit; provided, however, that at no time and (v) The Swingline Lender shall any Lender not be obligated to make a Revolving Loan in excess of any Swingline Loan, if after giving effect to any such Lender’s Ratable Portion of the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, amounts of Loans repaid may be reborrowed under this Section 2.1. (b) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2)Swingline Loan, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the Borrower, on behalf outstanding amount of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to Swingline Loans shall exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Swingline Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c)Ceiling. (c) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

The Revolving Credit Commitments. (a) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to continue to make loans in Dollars (each, together with each “Revolving Loan” as defined in and made under the Existing Credit Agreement, a “Revolving Loan”) to the Borrower Borrowers from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding for all such loans Revolving Loans by such Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Maximum Available Credit. Within the limits of the each Lender’s Revolving Credit Commitment of each LenderCommitment, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1. (b) Subject The Borrowers may, at any time, deliver a request to the limitations set forth below Administrative Agent for the Lenders to provide additional Revolving Credit Commitments in an amount up to $25,000,000 (the “Facility Increase”): provided, however, that only one Facility Increase may be effected pursuant to this clause (b). The Borrowers shall have the right to offer the opportunity to participate in the Facility Increase to any Lender and notwithstanding anything any Eligible Assignee; provided, however, that (x) the minimum additional Revolving Credit Commitment of each such Lender or Eligible Assignee participating in the Facility Increase shall equal or exceed $5,000,000, (y) no Lender or Eligible Assignee shall be obligated to participate in such Facility Increase and (z) in the contrary event Lenders and Eligible Assignees have committed in Section 4.2)writing to participating in the Facility Increase in an aggregate amount in excess of the maximum amount requested by any Borrower or permitted hereunder, the Administrative Agent is authorized by shall then have the Borrower right to allocate such commitments, first to Lenders and the Lenders, from time then to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the BorrowerEligible Assignees, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against whatever basis the Administrative Agent (regardless determines is appropriate in consultation with the Borrowers. On the effective date for the Facility Increase, which shall be the first Business Day on which all of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 clauses (i) through (vii) below shall have not been satisfied or waived. Each Protective Advance (the “Facility Increase Effective Date”), the Revolving Credit Commitments shall be secured increased by the Liens in favor amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date, subject to the satisfaction of the Collateral Agent in and to following conditions: (i) the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate Company have given the Administrative Agent at least 30 days prior written notice of its intention to make any Protective Advance on any other occasion. At any time effect the Facility Increase and the desired amount of such Facility Increase; (ii) the Administrative Agent shall have received from each Lender or Eligible Assignee that is part of the Facility Increase, an Assumption Agreement duly executed by such Lender or Eligible Assignee and each Loan Party; provided, however, that the aggregate Revolving Credit Commitments (or, in the case of a Lender, increase in Revolving Credit Commitments) set forth in such Assumption Agreements, shall equal the amount of such Facility Increase; (iii) the conditions precedent to a Borrowing set forth in clauses (b) and (e) of Section 4.2 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall be satisfied as of the Facility Increase Effective Date for such Facility Increase, both before and after giving effect to such Facility Increase; (iv) the Administrative Agent shall have been satisfied or waivedreceived an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Agents, the Issuers and the Lenders and addressing such matters as the Administrative Agent may reasonably request the Lenders (including an opinion as to make a Revolving Loan no conflicts with other Indebtedness) has been delivered to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(c).Agent; (cv) Upon the making effectiveness of a Protective Advance by the Administrative Agent such Facility Increase on such Facility Increase Effective Date shall not violate any Requirement of Law and shall not be enjoined, temporarily, preliminary or permanently; (whether before or after the occurrence of a Default), vi) there shall have been paid to each Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation Eligible Assignee participating in such Protective Advance in proportion to its Applicable Percentage. From Facility Increase all fees and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute expenses due and payable to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by Person on or before the Administrative Agent in respect of such Protective Advance.Facility Increase Effective Date; and