Common use of The Revolving Credit Loans Clause in Contracts

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

The Revolving Credit Loans. Each Subject to all terms and conditions hereof, the Lender agrees to lend to the Borrower during the period of time beginning on the Lenders severally agreesdate hereof and ending on the Revolving Credit Maturity Date, subject such amount or amounts as the Borrower may from time to time request to borrow up to and including, but not exceeding at any time, Lender’s Revolving Credit Commitment for an outstanding aggregate principal amount owing to it of up to Six Million Dollars ($6,000,000), as the same may be decreased pursuant to the terms and conditions hereof (the “Revolving Credit”). The Borrower may prepay all or any part of this Agreement, to make Advances of the Obligations outstanding under the Revolving Credit Loans at any time, without notice and without penalty. Any prepayment of the full amount of such Obligations shall include accrued interest thereon. Upon any payment prior to the Revolving Credit Maturity Date of the Obligations under the Revolving Credit, Lender agrees to loan the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on beginning upon the Closing Date execution of this Agreement and ending on the Business Day immediately preceding the Revolving Credit Repayment Maturity Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share the difference between (i) the then outstanding aggregate principal amount of the Borrower’s aggregate Obligations under the Revolving Credit, and (ii) the Revolving Credit Commitment; provided, however, that Lender shall have no obligation to make any Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of under the Revolving Credit Loans if a Default or an Event of Default has occurred and is then continuing. At the time of execution hereof, any Authorized Officer of the Borrower shall execute a Note in the original principal amount of Six Million Dollars ($6,000,000). The Note shall be repaid due and payable in full on the Revolving Credit Repayment Maturity Date. Promptly after receipt As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, an Authorized Officer of a Request and Interest Rate Election, Agent Borrower shall notify each give Lender by telephone, telex or telecopy notice of the Borrower’s intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. Subject Lender shall make disbursements upon the verbal request of the Borrower made telephonically or by electronic communication made by an Authorized Officer or an employee designated in writing by an Authorized Officer. Lender may rely on any such verbal or electronic request received by it from a Person reasonably and in good faith believed by Lender to be an Authorized Officer or an employee designated by an Authorized Officer. All borrowings and reborrowings shall be in amounts of not less than $50,000. Repayments may be in any amount except for mandatory prepayments of Loans under the Revolving Credit as required by Section 2.03. Upon compliance with all conditions of lending stated in this Agreement applicable to the immediately preceding paragraphRevolving Credit, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) disburse the amount of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on under the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds Revolving Credit to the Borrower by depositing such funds the same in Borrower's ’s primary deposit account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such at Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which hereby authorizes the Borrower may have against any Lender as a result disbursement of any default by such Lender hereunder. Throughout the term of Loans under the Revolving Credit Loans, in such manner. All Loans made by Lender under the Revolving Credit Loan Commitment mayand payments thereon made by the Borrower shall be recorded by Lender on its books and records, in Fleet's discretionand the principal amount outstanding from time to time, plus interest payable thereon, shall be made available determined by reference to the books and records of Lender. Such books and records shall be rebuttably presumed to be correct as to such matters. All Obligations of the Borrower prior to under the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission shall be reduced by the Borrower to zero on the Agent of a Letter of Revolving Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to FleetMaturity Date. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay Notwithstanding stated herein to the Agent for Fleet's account upon issuance contrary, at no time shall the outstanding principal amount of any Letter of all Revolving Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness Loans exceed (i)eighty percent (80%) of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender total Qualified Accounts of the unreimbursed amount together with accrued interest thereonBorrower, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share plus (ii) fifty percent (50%) of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from Borrower’s Qualified Inventory up to a maximum of $3,000,000, all as reported on the Agent, each Lender shall deliver most recent Borrower’s Certificate delivered to the Agent an amount equal to its respective participation in same day funds, at the place and Lender as required herein. Interest on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementLoans.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateCommitment. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan which Request for a Prime Rate Loan must be received by the Agent prior to 2:00 P.M. on the Business Day immediately preceding the Business Day for such Advance and which Request for a Libor Loan must be received on the date of receipt of the Interest Rate Election for such Libor Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding Each Advance shall be in a principal balance amount of at least $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the amount of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateLoan Commitment. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $5,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretion, request and so long as no Default or Event of Default exists or would exist after issuance of any Letter of Credit be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleetthe Agent's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to such Letter of Creditany Revolving Credit Loan which is a Libor Loan. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness Indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

The Revolving Credit Loans. Each This Revolving Credit Note shall bind the Borrowers and their respective successors and assigns, and the benefits hereof shall inure to the benefit of Holder, the Administrative Agent and the Lenders and their respective successors and assigns. This Revolving Credit Note may be enforced by Holder or its respective successors or assigns. All references herein to the “Borrowers”, “Holder”, the “Administrative Agent” and the “Lenders” shall be deemed to apply to the Borrowers, Holder, the Administrative Agent and the Lenders, respectively, and their respective successors and assigns. This Revolving Credit Note shall be deemed to be a contract under the Laws of the Lenders severally agreesState of New York without regard to its conflict of laws principles. Upon the execution and delivery by any Person of a joinder or similar agreement to become a “Revolving Borrower” under the Credit Agreement, such Person shall become a “Borrower” under this Revolving Credit Note with the same force and effect as if it were originally a party to this Revolving Credit Note and named as “Borrower” on the signature pages hereto. Holder may at any time pledge all or a portion of its rights under the Loan Documents including any portion of this Revolving Credit Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. No such pledge or enforcement thereof shall release Holder from its obligations under any of the Loan Documents. The liability of the Canadian Revolving Borrowers under this Revolving Credit Note is subject to the terms and conditions provisions of Section 12.13.2 [Canadian Revolving Borrowers] of the Credit Agreement. Notwithstanding anything to the contrary set forth in this Agreement, to make Advances of Revolving Credit Loans Note, no Canadian Revolving Borrower shall have any liability with respect to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of made to a US Revolving Borrower, any Letters of Credit issued for the account of a US Loan Party or Letter other Obligation for which a US Loan Party is the primary obligor. Delivery of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance an executed counterpart of the a signature page of this Revolving Credit Loans Note by facsimile or e-mail (in “pdf”, “tif “ or similar format) shall be repaid on the effective as delivery of a manually executed counterpart of this Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementNote.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less Formula Amount or (ii) such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateCommitment. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.by

The Revolving Credit Loans. Each of the Lenders severally agrees, subject (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving Credit Lender severally agrees to make Advances loans (each such loan, a “Revolving Credit Loan”) to the Borrowers, on a joint and several basis, denominated in Dollars from time to time on or following the Restatement Effective Date, on any Business Day until the Maturity Date of, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (a) the Total Outstandings shall not exceed the lesser of (x) the Aggregate Commitments and (y) subject to Section 2.02(h) and (i), the Borrowing Base at such time and (b) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the Borrower other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). (b) The Administrative Agent shall have the right, at any time and from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Restatement Effective Date, in an aggregate principal amount at any one time outstanding not its Permitted Discretion to exceed such Lender's Pro Rata Share of establish, modify or eliminate Reserves upon five Business Days prior notice to the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of Lead Borrower (during which period the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans Administrative Agent shall be repaid on available to discuss any such proposed Reserve with the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of Borrowers to afford the proposed borrowing. Subject Borrowers an opportunity to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, take such Lender shall send its Pro Rata Share (or such portion thereof action as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent required so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Bostonthe event, Massachusetts time) on condition or circumstance that is the first day of the Interest Period for any such requested Libor Loan and on the Business Day basis for such Advance set forth Reserve no longer exists in Borrower's Request for any such requested Prime Rate Loan, the manner and Agent shall advance funds to the Borrower extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion); provided that no such prior notice shall be required for changes to any Reserves (1) resulting solely by depositing such funds in Borrower's account with the Agent upon Agent's receipt virtue of such Pro Rata Shares in mathematical calculations of the amount of the Pro Rata Shares Reserve in accordance with the methodology of calculation previously utilized (such Loan in Agent's possession. Unless Agent shall have been notified by any Lender as, but not limited to, rent and Customer Credit Liabilities), (which notice may 2) if it would be telephonic if confirmed promptly in writing) reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share expiration of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three notice period or (3) Business Days and thereafter at during the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result continuance of any default by such Lender hereunder. Throughout the term Event of the Revolving Credit LoansDefault; and provided, the Revolving Credit Loan Commitment mayfurther, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail Administrative Agent may not implement Reserves with respect to reimburse Fleet under any Letter matters which are already specifically reflected as ineligible Accounts, ineligible Credit Card Receivables or ineligible Inventory or criteria deducted in computing the Appraised Value of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementEligible Inventory.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject (a) Subject to the terms and conditions of this Agreement, each of the Lenders severally agrees to make Advances of Revolving Credit Loans to the Borrower Borrowers from time to time after receipt by from and including the Agent from time date hereof to time before but excluding the Revolving Credit Repayment Termination Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding up to but not to exceed such Lender's Pro Rata Share of the exceeding its Revolving Credit Loan Commitment less Amount; provided that the obligation of each Lender to make Revolving Credit Loans hereunder is subject to the condition that the Total Exposure (after giving effect to the funding of such Lender's Pro Rata Share of Revolving Credit Loans) shall not exceed the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. Borrowing Base. (b) The outstanding principal balance of the Revolving Credit Loans shall be repaid on the evidenced by Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy Notes of the proposed borrowing. Subject Borrowers issued to the immediately preceding paragraphInitial Lenders in the form of EXHIBIT A-1, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof dated as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer Effective Date, payable to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day order of the Interest Period for any such requested Libor Loan and on Initial Lenders in the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds aggregate principal amount equal to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the aggregate initial amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, Commitments as of the Effective Date. The Revolving Credit Loan Commitment mayLoans may be assigned to, in Fleet's discretion, be made available to and the Borrower prior to the corresponding Revolving Credit Repayment Date Commitments may be assumed by, one or more Eligible Assignees pursuant to section 12.05, whereupon the amounts payable to each such Lender in respect of Revolving Credit Loans shall be evidenced by issuance a Note in the form of Letters of Credit having an expiration date prior EXHIBIT A-1 issued to the earlier to occur of (a) the first anniversary date each such Lender in accordance with section 12.05 dated as of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, corresponding Assignment and Acceptance and duly completed and executed by the Borrower Borrowers. (c) Subject to the provisions of section 2.14 hereof and otherwise in form the other terms and substance satisfactory to Fleet. The Borrower shall pay upon demand by conditions of this Agreement, the Agent such usual and customary fees and costs as Fleet may issue Letters of Credit from time to time establish for issuance, transfer, amendment from and negotiation including the date hereof to but excluding the Revolving Credit Termination Date up to but not exceeding the lesser of each (i) the difference between (A) the lesser of (x) the aggregate amount of all Revolving Credit Commitments and (y) the Borrowing Base and (B) the Total Exposure immediately prior to the issuance of such Letter of Credit and shall pay to (ii) the Agent for Fleet's account upon issuance of any difference between (A) the Letter of Credit an annual Sublimit and (B) the aggregate amount of the Letter of Credit fee in an amount equal Exposure which exists immediately prior to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters the issuance of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter The Existing Letters of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent identified on SCHEDULE 2.01(C) hereto shall, in turnfrom and after the Effective Date, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter be Letters of Credit outstanding under this Agreement, without the necessity for any further action on the part of the Agent or Letter the Borrowers. (d) In accordance with the terms of section 2.19, the revolving credit loans outstanding under the Existing Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender Closing Date shall automatically be deemed to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementRevolving Credit Loans hereunder.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower in a minimum aggregate amount of Advances from the Lenders pursuant to any Request of $500,000 and an integral multiple of $100,000 thereafter from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate amount of the outstanding stated amount of any Letters Letter of Credit or Letter of Credit Agreements Agreement, and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $5,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetthe Agent's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account the Lenders' accounts equal to their respective Pro Rata Shares upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to such Letter of Creditany Revolving Credit Loan which is a Libor Loan. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans denominated in Dollars to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this AgreementAgreement to the contrary notwithstanding, to at the request of the Borrower, in its discretion the Administrative Agent may (but shall have absolutely no obligation to), make Advances of Revolving Credit Loans to the Borrower from time on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment DateSection 10.04), in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of amounts that cause the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance Outstanding Amount of the Revolving Credit Loans shall be repaid on to exceed the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of Borrowing Base (less the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share Swing Line Loan) (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the Revolving Credit Loan Commitment maycase may be, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having at any time that an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit AgreementOveradvance exists, and any outstanding Indebtedness of the Borrower relating thereto, Fleet (B) no Overadvance shall promptly notify the Agent, and the Agent shall, result in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit Default or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or due to the Borrower’s failure to satisfy any condition comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article III 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of this Agreementdemand and the Termination Date. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. Each of (a) Subject to the Lenders severally terms and conditions hereof, and relying upon the representations and warranties set forth herein, each Lender agrees, subject to severally and not jointly, on the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans revolving loans (each, a “Loan”) to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date until the Maturity Date (so long as there is no Default or Event of Default that has occurred and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, is continuing) in an aggregate principal amount outstanding at any time not in excess of the Commitment of such Lender; provided, however that, after giving effect to any borrowing of Loans, the aggregate principal amount of all outstanding Loans shall not exceed the Aggregate Revolving Credit Commitment; provided, further, that at no time shall any Lender be obligated to make a Loan in excess of such Lender’s Ratable Portion of the Available Credit. Each Lender’s Commitment shall terminate immediately and without further action on the Maturity Date. The Borrower may prepay the Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. Each Lender will make Loans to the Borrower according to such Lender’s Ratable Portion of such Loans. (b) Notwithstanding any other provision of this Section 2.1, during the period from the Closing Date until the Incremental Facility Effective Date, the aggregate amount of Loans outstanding (the “Interim Loans”) at any one time outstanding hereunder shall not exceed $22,000,000 (including, to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of extent applicable, any Overadvance Reserves) (collectively, the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. “Interim Amount”). (c) Subject to Section 2.1(a) hereof, the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as Borrower may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds borrow up to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by Available Credit on any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this AgreementBusiness Day, provided that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available deliver to the Borrower Agent a Borrowing Notice in the form of Exhibit 2.1(b) (which Borrowing Notice must be received by the Agent prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of 12:00 p.m. (a) the first anniversary date of the date of issuance of any such Letter of Credit or (bNew York City time) three (3) Business Days prior to the Revolving Credit Repayment anticipated borrowing (the “Borrowing Date”) or in the case of Base Rate Loans, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice Day prior to the Borrowing Date). Each Borrowing Notice shall specify (A) the date of such proposed borrowing, (B) the aggregate amount of such proposed borrowing (which shall be in an aggregate minimum principal amount of $100,000 and multiples of $50,000 in excess thereof), (C) whether the proposed Borrowing is a LIBOR Rate Loan or a Base Rate Loan and (D) a certification that the proceeds of such borrowing shall be used solely as set forth in Section 2.2 herein. Upon receipt of any such Borrowing Notice from the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender shall, before 3:00 p.m. (New York City time), on the Borrowing Date make available to the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day immediately available funds, at the place and on the date and by the time notified by its Ratable Portion of such proposed borrowing. After the Agent. The obligation ’s receipt of each Lender to deliver to such funds from the Agent an amount equal to its respective participation pursuant to Lenders and upon fulfillment (or due waiver in accordance of the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition applicable conditions set forth in Article III 3), the Agent shall make such funds available to the Borrower by wire transfer pursuant to the wire instructions specified on the signature page hereto. Notwithstanding any other provision contained in this Agreement, the Borrower may not request more than one (1) borrowing per Business Day. (d) Unless the Agent shall have received notice from a Lender prior to the date of any proposed borrowing that such Lender will not make available such Lender’s Ratable Portion of such borrowing, the Agent may assume that each Lender has made its Ratable Portion of the proposed borrowing available to the Agent on the Borrowing Date in accordance with this Section 2.1, and the Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If, and to the extent that, a Lender shall not have so made its Ratable Portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such borrowing. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such borrowing for purposes of this Agreement. If the Borrower shall repay to the Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans denominated in Dollars to the Borrower as elected by the Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by the Administrative Agent in accordance with the applicable provisions of this Agreement. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower, in its discretion the Administrative Agent may (but shall have absolutely no obligation to), make Advances of Revolving Credit Loans to the Borrower from time on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment DateSection 10.04), in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of amounts that cause the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance Outstanding Amount of the Revolving Credit Loans shall be repaid on to exceed the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of Borrowing Base (less the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share Swing Line Loan) (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the Revolving Credit Loan Commitment maycase may be, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having at any time that an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit AgreementOveradvance exists, and any outstanding Indebtedness of the Borrower relating thereto, Fleet (B) no Overadvance shall promptly notify the Agent, and the Agent shall, result in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit Default or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or due to the Borrower’s failure to satisfy any condition comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article III 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of this Agreementdemand and the Termination Date. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance reductions of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateLoan Commitment made pursuant to Section 2.6.4. ------------- Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Agent's failure to receive any Pro Rata Share from a Lender other than Fleet shall not excuse Agent from advancing Fleet's Pro Rata Share to the Borrower. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $2,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretionrequest and with the Agent's approval which shall not be unreasonably withheld or delayed, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleetthe Agent's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to any Revolving Credit Loan which is a Libor Loan such per annum fee being pro rated for the term of any Letter of CreditCredit which is other than a full year in length. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness Indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.

The Revolving Credit Loans. Each of (a) On the Lenders severally agrees, terms and subject to the terms and conditions of contained in this Agreement, on the Effective Date each Lender severally agrees to make Advances a loan (each a "Revolving Credit Loan") to the Company in an aggregate amount sufficient to repay the principal amount of all Revolving Credit Loans outstanding on the Effective Date; provided, however, to the extent that any Lender has Revolving Credit Loans outstanding under the Existing Credit Agreement ("Existing Revolving Credit Loans") and is making a Revolving Credit Loan on the Effective Date, such Existing Revolving Credit Loans shall be deemed a Revolving Credit Loan made on the Effective Date. (b) On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make from and after the Effective Date Revolving Credit Loans to the Borrower Borrowers from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, on any Business Day during the period commencing on from the Closing Date and ending on date hereof until the Business Day immediately preceding the Revolving Credit Repayment Date, Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding such Lender's Pro Rata Share of the Revolving Credit Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Credit Loan Commitment less in excess of such Lender's Pro Rata Share Ratable Portion of the aggregate outstanding stated amount of Available Credit. In no event shall any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall Swing Bank be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, or Swing Loan or participate in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual if the sum of outstanding Revolving Credit Loans and Swing Loans made or to be made by such Swing Bank and its aggregate participation in the Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual Undrawn Amounts and customary fees charged for Letters of Reimbursement Obligations would exceed its Revolving Credit similar to Commitment at such Letter of Credit. In time. (c) Within the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation limits of each Lender to deliver to the Agent an amount equal to its respective participation Lender's Revolving Credit Commitment, amounts prepaid pursuant to the foregoing sentence shall Section 2.7 may be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of reborrowed under this AgreementSection 2.1.

The Revolving Credit Loans. Each of the Lenders ------------- -------------------------- severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment Formula Amount less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance reductions of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment DateLoan Commitment made pursuant to Section 2.6.4. ------------- Promptly after receipt of a Request and Interest Rate Election, Agent shall promptly notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount plus any interest accrued thereon forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly within five (5) Business Days thereafter pay such corresponding amount plus any interest accrued thereon to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout As soon as is practicable following the term close of each month after the Revolving Credit LoansClosing Date and in any event within fifteen (15) days thereafter, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available Borrower will submit to the Agent a borrowing base certificate in the form of Exhibit 2.1.0 or in such other form as the Agent may from time to time ------------- reasonably prescribe, which certificate shall contain information adequate to identify accounts receivable which the Borrower prior wishes to include in Eligible Receivables. Concurrently with each of such reports, and immediately if material in amount, the Revolving Credit Repayment Date Borrower shall notify the Agent of each return or adjustment, rejection, repossession or loss, theft or damage of or to merchandise represented by issuance Eligible Receivables and involving amounts in excess of Letters $100,000 in the aggregate or singly or any other collateral for any Indebtedness of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and/or any Lender and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter credit, adjustment or dispute arising in connection with the goods or services represented by Eligible Receivables and involving amounts in excess of Credit an annual Letter of Credit fee $100,000 in an amount equal to an amount determined by Fleet based the aggregate or singly. All payments on Fleet's usual Eligible Receivables and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, all adjustments and any outstanding Indebtedness of the Borrower relating credits with respect thereto, Fleet shall promptly notify the Agentwhether unilateral, and the Agent shallnegotiated or otherwise, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation immediately reflected in such Letter the Net Outstanding Amount of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementEligible Receivables.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject (a) Subject to the terms and conditions of this Agreement, each of the Lenders severally agrees to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by from and including the Agent from time date hereof to time before but excluding the Revolving Credit Repayment Termination Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding up to but not to exceed such Lender's Pro Rata Share of exceeding its Revolving Credit Commitment Amount; provided that the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of each Lender to make Revolving Credit Loans hereunder is subject to the condition that (i) the aggregate outstanding stated amount of any Letters of all Revolving Credit or Obligations (including accrued interest and charges), all Letter of Credit Agreements Exposure, all Reimbursement Obligations, all Foreign Exchange Exposure and any unreimbursed amounts drawn thereunder. the Interest Rate Protection Reserve shall not exceed (ii) the Borrowing Base. (b) The outstanding principal balance of the Revolving Credit Loans shall be repaid on evidenced by Notes of the Borrower issued to the Initial Lenders in the form of Exhibit A, dated as of the --------- Effective Date, payable to the order of the Initial Lenders in the aggregate principal amount of $55,000,000 as of the Effective Date. The Revolving Credit Repayment Date. Promptly after receipt of a Request Loans may be assigned to, and Interest Rate Electionthe corresponding Revolving Credit Commitments may be assumed by, Agent shall notify one or more Eligible Assignees pursuant to (S)12.05, whereupon the amounts payable to each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which Revolving Credit Loans shall be evidenced by a Note in the form of Exhibit A issued to each such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent --------- in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together accordance with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender S)12.05 dated as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, corresponding Assignment and Acceptance and duly completed and executed by the Borrower Borrower. (c) Subject to the terms and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by conditions of this Agreement, the Agent such usual and customary fees and costs as Fleet may issue Letters of Credit from time to time establish for issuancefrom and including the date hereof to but excluding the Revolving Credit Termination Date up to but not exceeding the lesser of (i) the difference between (A) the aggregate amount of all Revolving Credit Commitments and (B) the aggregate amount of all Revolving Credit Obligations (including accrued interest and charges), transfer, amendment and negotiation of each all Letter of Credit and shall pay Exposure (after giving effect to the Agent for Fleet's account upon proposed issuance of any such Letters of Credit), all Reimbursement Obligations, all Foreign Exchange Exposure and the Interest Rate Protection Reserve, and (ii) the difference between (A) $2,000,000 and the (B) aggregate amount of the Letter of Credit an annual Letter Exposure which exists immediately prior to the issuance of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In No Letter of Credit shall have an expiration date which is more than 360 days from its date of issuance in the event that case of standby Letters of Credit or more than 180 days from its date of issuance in the Borrower case of commercial Letters of Credit, and in each case, not later than five (5) days prior to the Revolving Credit Termination Date. Each Reimbursement Obligation shall fail be deemed to reimburse Fleet be a Revolving Credit Loan from each of the Lenders in accordance with each Lender's Revolving Credit Commitment percentage. The Agent shall notify the Lenders of the creation of any Reimbursement Obligation within two Banking Days of any payment made by the Agent pursuant to and under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementCredit.

The Revolving Credit Loans. Each of (a) On the Lenders severally agrees, terms and subject to the terms and conditions of contained in this Agreement, each Lender severally and not jointly agrees to make Advances of Revolving Credit Loans loans (each a "REVOLVING CREDIT LOAN") in Dollars to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, on any Business Day during the period commencing on from the Closing Effective Date and ending on until the Business Day immediately preceding the Revolving Credit Repayment Date, Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding such Lender's Pro Rata Share of the Commitment; PROVIDED, HOWEVER, that at no time shall any Lender be obligated to make a Revolving Credit Loan Commitment less in excess of such Lender's Pro Rata Share Ratable Portion of the aggregate outstanding stated amount Available Credit. Within the limits of any each Lender's Commitment, amounts prepaid pursuant to SECTION 2.6 may be reborrowed under this SECTION 2.1. (b) To the extent that "Loans" and/or participations in "Letters of Credit" under and as defined in the Existing Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The Agreement are outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Effective Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share "Loans" and/or participations in Dollars and in immediately available funds, without consideration or use "Letters of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section Credit" shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, be Loans and/or participations in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to made on the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Effective Date, reasonably promptly after submission by as the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet case may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agentbe, and the Agent shall, in turn, promptly notify each Lender of Existing Lenders and the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it Existing Issuers shall be deemed to have purchasedeffected such assignments, a participation on the Effective Date, of such "Loans" and/or participations in "Letters of Credit" such Letter that, after giving effect thereto, such "Loans" and/or participations in "Letters of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, Credit" shall be by each Lender shall deliver to the Agent an amount equal to in accordance with its respective participation in same day funds, at the place and Commitment on the date and by the time notified by the AgentEffective Date. The obligation assignments of each Lender "Loans" and/or participations in "Letters of Credit" deemed to deliver to the Agent an amount equal to its respective participation have been effected pursuant to this SECTION 2.1(b) need not comply with the foregoing sentence provisions of SECTION 10.7(a) and (b). The Lenders shall be absolute and unconditional and make payments among themselves to reflect such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition deemed assignments as set forth in Article III of this Agreementon SCHEDULE 2.1(b).

The Revolving Credit Loans. Each of the Lenders severally agrees, subject Subject to the terms and conditions of this Agreementset forth herein, each Lender severally agrees to make Advances of loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loans to the Borrower Loan”) from time to time after receipt by time, on any Business Day until the Agent from time to time before Maturity Date during the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment DateCommitment Period, in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of such Lender's ’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Revolving Credit Loan Commitment less Outstanding Amount of all L/C Obligations, plus such Lender's ’s Pro Rata Share of the aggregate outstanding stated Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Letters Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Letter Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Agreements Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to the Borrowers pursuant to the terms of this Agreement (including fees, costs and any unreimbursed expenses described in Section 10.04), in amounts drawn thereunder. The outstanding principal balance that cause the aggregate Outstanding Amount of the Revolving Credit Loans shall be repaid on to exceed the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of Borrowing Base (less the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share Swing Line Loan) (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the Revolving Credit Loan Commitment maycase may be, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having at any time that an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit AgreementOveradvance exists, and any outstanding Indebtedness of the Borrower relating thereto, Fleet (B) no Overadvance shall promptly notify the Agent, and the Agent shall, result in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit Default or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the due to Borrowers’ failure to satisfy any condition comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article III 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of this Agreementdemand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. Each (a) The Lenders agree, severally, but not jointly, on the date of the Lenders severally agreesthis Agreement, subject to on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower and the Guarantors set forth in this Agreement, to make Advances of Revolving Credit Loans lend to the Borrower prior to the Maturity Date such amounts as the Borrower may request from time to time after receipt by the Agent from time to time before the (individually, a "Revolving Credit Repayment Date ofLoan" or collectively, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the "Revolving Credit Repayment DateLoans"), in an which amounts may be borrowed, repaid and reborrowed, provided that (i) the aggregate principal amount of such Revolving Credit Loans outstanding at any one time outstanding shall not exceed the Total Commitment, or such lesser amount of the Total Commitment as it may be reduced pursuant to Section 2.08 (a) hereof, (ii) Aggregate Outstandings shall not at any one time exceed the Total Commitment as in effect at such time and (iii) each Lender's Pro Rata Share of Aggregate Outstandings shall not exceed such Lender's Commitment. On the date of this Agreement, all the Existing Letters of Credit shall be deemed to be Outstanding L/C Exposure under this Agreement. (b) Each Revolving Credit Loan Commitment less shall be an Alternate Base Rate Loan or a Eurodollar Loan (or a combination thereof) as the Borrower may request subject to and in accordance with Section 2.02. Any Lender may at its option make any Eurodollar Loan by causing a foreign branch or affiliate to make such Lender's Pro Rata Share Loan, provided that any exercise of such option shall not affect the obligation of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance Borrower to repay such Loan in accordance with the terms of the applicable Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowingNote. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt other provisions of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Revolving Credit Loans of more than one type may be outstanding at the same time, provided not more than six (6) Eurodollar Loans may be outstanding at the same time. (c) Subject to the terms and conditions hereof, the Swingline Lender does not intend agrees to make available up to Agent such Lender's Pro Rata Share Ten Million ($10,000,000.00) Dollars of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make the Total Commitment otherwise available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans by making Swingline loans ("Swingline Loans, the Revolving Credit Loan Commitment may, ") in Fleet's discretion, be made available Dollars to the Borrower prior so long as after giving effect thereto (i) the aggregate amount of outstanding Swingline Loans shall not exceed Ten Million ($10,000,000.00) Dollars (the "Swingline Commitment"), and (ii) the aggregate amount of Revolving Credit Loans outstanding (including all outstanding Swingline Loans) shall not exceed the Total Commitment; PROVIDED that a Swingline Loan shall not be available to refinance an outstanding Swingline Loan. The Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loan shall bear interest at a rate per annum (rounded upwards, if necessary, to the Revolving Credit Repayment Date by issuance next 1/100 of Letters of Credit having an expiration date prior one percent) equal to the earlier to occur sum of (a) the first anniversary Federal Funds Effective Rate in effect on such day plus (b) such margin upon which the Swingline Lender and the Borrower shall agree, upon receipt by the Swingline Lender of a Swingline Loan request pursuant to subsection 2.02. The maturity date of any Swingline Loan shall be not longer than seven (7) calendar days from the date of issuance such Swingline Loan. In no event shall the maturity date of any such Letter Swingline Loan be later than the Maturity Date. All repayments under this Agreement on account of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it Swingline Loans shall be deemed made in Dollars in immediately available funds to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to JPMorgan for its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and own account not later than 1:00 p.m. New York City time on the date and by the time notified by the Agent. The obligation of each Lender to deliver any such payment is due to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation office of an Event of Default or the failure to satisfy any condition set forth in Article III of this AgreementJPMorgan specified herein.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less (ii) in each case, such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or and, without duplication, Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be (Loan Agreement - Fleet/Convergent) 25 entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, $1,000,000 of the Revolving Credit Loan Commitment and principal amount of the Revolving Credit Loans may, in Fleetat the Borrower's discretionrequest and with the Agent's approval which shall not be unreasonably withheld or delayed, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleetthe Agent. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet the Agent may from time to time establish generally for its customers for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleetthe Agent's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an the product of (i) the stated amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of each Letter of Credit similar multiplied by (ii) the Applicable Margin then in effect with respect to such Letter of Creditany Revolving Credit Loan which is a Libor Loan. In the event that the Borrower shall fail to reimburse Fleet the Agent under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, shall promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness Indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement. As soon as is practicable following the close of each month after the Closing Date and in any event within fifteen (15) days thereafter, the Borrower will submit to the Agent a borrowing base certificate in the form of Exhibit 2.1.0.

The Revolving Credit Loans. Each of the Lenders severally agrees, subject to the terms and conditions of this Agreement, to make Advances of Revolving Credit Loans to the Borrower from time to time after receipt by the Agent from time to time before the Revolving Credit Repayment Date of, and at the times provided for in, a Request and an Interest Rate Election from the Borrower in accordance with this Agreement, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Revolving Credit Repayment Date, in an aggregate principal amount at any one time outstanding not to exceed such Lender's Pro Rata Share of the Revolving Credit Loan Commitment less such Lender's Pro Rata Share of the aggregate outstanding stated amount of any Letters of Credit or Letter of Credit Agreements and any unreimbursed amounts drawn thereunder. The outstanding principal balance of the Revolving Credit Loans shall be repaid on the Revolving Credit Repayment Date. Promptly after receipt of a Request and Interest Rate Election, Agent shall notify each Lender by telephone, telex or telecopy of the proposed borrowing. Subject to the immediately preceding paragraph, each Lender agrees that after its receipt of notification from Agent of Agent's receipt of a Request and Interest Rate Election, such Lender shall send its Pro Rata Share (or such portion thereof as may be necessary to provide Agent with such Pro Rata Share in Dollars and in immediately available funds, without consideration or use of any contra accounts of any Lender) of the requested Loan by wire transfer to Agent so that Agent receives such Pro Rata Share in Dollars and in immediately available funds not later than 12:00 P.M. (Boston, Massachusetts time) on the first day of the Interest Period for any such requested Libor Loan and on the Business Day for such Advance set forth in Borrower's Request for any such requested Prime Rate Loan, and Agent shall advance funds to the Borrower by depositing such funds in Borrower's account with the Agent upon Agent's receipt of such Pro Rata Shares in the amount of the Pro Rata Shares of such Loan in Agent's possession. Unless Agent shall have been notified by any Lender (which notice may be telephonic if confirmed promptly in writing) prior to the first day of the Interest Period in respect of any Loan which such Lender is obligated to make under this Agreement, that such Lender does not intend to make available to Agent such Lender's Pro Rata Share of such Loan on such date, Agent may assume that such Lender has made such amount available to Agent on such date and Agent in its sole discretion may, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount from such Lender promptly upon demand by Agent together with interest thereon, for each day from such date until the date such amount is paid to Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the interest rate on the Loan in question. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to Agent. Nothing contained in this Section shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. Throughout the term of the Revolving Credit Loans, the Revolving Credit Loan Commitment may, in Fleet's discretion, be made available to the Borrower prior to the Revolving Credit Repayment Date by issuance of Letters of Credit having an expiration date prior to the earlier to occur of (a) the first anniversary date of the date of issuance of any such Letter of Credit or (b) three (3) Business Days prior to the Revolving Credit Repayment Date, reasonably promptly after submission by the Borrower to the Agent of a Letter of Credit Agreement, duly completed and executed by the Borrower and otherwise in form and substance satisfactory to Fleet. The Borrower shall pay upon demand by the Agent such usual and customary fees and costs as Fleet may from time to time establish for issuance, transfer, amendment and negotiation of each Letter of Credit and shall pay to the Agent for Fleet's account upon issuance of any Letter of Credit an annual Letter of Credit fee in an amount equal to an amount determined by Fleet based on Fleet's usual and customary fees charged for Letters of Credit similar to such Letter of Credit. In the event that the Borrower shall fail to reimburse Fleet under any Letter of Credit or Letter of Credit Agreement, and any outstanding Indebtedness of the Borrower relating thereto, Fleet shall promptly notify the Agent, and the Agent shall, in turn, promptly notify each Lender of the unreimbursed amount together with accrued interest thereon, and each Lender agrees to purchase, and it shall be deemed to have purchased, a participation in such Letter of Credit or Letter of Credit Agreement and such indebtedness in an amount equal to its Pro Rata Share of the unpaid amount together with unpaid interest thereon. Upon one (1) Business Day's notice from the Agent, each Lender shall deliver to the Agent an amount equal to its respective participation in same day funds, at the place and on the date and by the time notified by the Agent. The obligation of each Lender to deliver to the Agent an amount equal to its respective participation pursuant to the foregoing sentence shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the failure to satisfy any condition set forth in Article III of this Agreement.