Common use of The Revolving Loans Clause in Contracts

The Revolving Loans. From and including the Closing Date and prior to the Commitment Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basis) from time to time in an aggregate amount, together with such Lender's L/C Interest, not to exceed at any one time outstanding the amount of such Lender's Commitment; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(i) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentence.

The Revolving Loans. From and including Upon the Closing Date satisfaction of the conditions precedent set forth in Section 4.2 and prior to the Commitment Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Sections 2.11 and SECTION 9.1 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basis) Borrower from time to time in an aggregate amount, together with principal amount that will not result in (i) such Lender's L/C Interest, not to exceed at any one time outstanding the amount of Revolving Exposure exceeding such Lender's Commitment; PROVIDED, HOWEVER, that Revolving Commitment or (ii) the aggregate Revolving Exposures exceeding the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Sections 2.11 and SECTION 9.1 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), the Borrowers Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Facility Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Revolving Commitments of the Lenders to lend hereunder shall expire on the Commitment Facility Termination Date. Anything contained in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, each of the Revolving Loans and the Commitments Lenders shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to fund its Pro Rata Share of any Revolving Advance made in connection with any L/C Drafts notwithstanding that such Revolving Advance may be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry date of any reduction, suspension or termination of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder Revolving Commitment pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(iSection 2.11(b) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentence8.1.

The Revolving Loans. From and including the Closing Date and prior Subject to the Commitment Termination Date, each Lender severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein, each Bank hereby severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make Revolving Loans to the Borrower from time to time during the period from the Effective Date through but excluding the Termination Date in an amount not exceeding its Pro Rata Share of the difference between the (i) aggregate Revolving Loan Commitments (as defined below) then in effect and (ii) the sum of (a) the aggregate principal amount of Swing Line Loans then outstanding (excluding Swing Line Loans to be repaid with the proceeds of such Revolving Loans) and (b) the Letter of Credit Usage for the purposes identified in Section 2.08. Each Bank's commitment to maintain and make Revolving Loans to the Borrower pursuant to this Section 2.01(a) is hereby called its "REVOLVING LOAN COMMITMENT" and such commitments of all the Banks in the aggregate are herein called the "REVOLVING LOAN COMMITMENTS." The initial amount of each Bank's Revolving Loan Commitment is set forth in this Agreement SCHEDULE 1.01(A) and the aggregate initial amount of all Revolving Loan Commitments is $175,000,000. The amount of the Revolving Loan Commitments shall be reduced by the amount of all reductions thereof made pursuant to Section 4.02 or Section 9 through the date of determination. In no event shall the aggregate principal amount of the Revolving Loans from any Bank outstanding at any time exceed the amount of its Revolving Loan Commitment then in effect. Each Bank's Revolving Loan Commitment shall expire on the Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Revolving Loan Commitments, or otherwise (including, without limitation, the terms and conditions any cash deposit required under Section 2.10(a) with respect to any Letter of SECTION 2.10 and SECTION 9.1 relating Credit having an expiration date subsequent to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basisTermination Date) from time to time in an aggregate amount, together with such Lender's L/C Interest, not to exceed at any one time outstanding the amount of such Lender's Commitment; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining paid in full no later than that date. Notwithstanding the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms foregoing provisions of this Agreement (including, without limitation, Section 2.01(a) and the terms and conditions provisions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate CommitmentSection 2.01(b), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions extensions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, credit under the Revolving Loans and the Loan Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(i) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentence.:

The Revolving Loans. From Upon the satisfaction of the conditions precedent set forth in Sections 4.2 and including the Closing Date 4.4 and prior to the Commitment Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Sections 2.11 and SECTION 9.1 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basis) Borrower from time to time in an aggregate amount, together with principal amount that will not result in (i) such Lender's L/C Interest, not to exceed at any one time outstanding the amount of ’s Revolving Exposure exceeding such Lender's Commitment; PROVIDED, HOWEVER, that ’s Revolving Commitment or (ii) the aggregate Revolving Exposures exceeding the lesser of (x) the Aggregate Commitment shall be deemed used for purposes of determining Revolving Commitments or (y) the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and Borrowing Base at such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitmentstime. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Sections 2.11 and SECTION 9.1 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), the Borrowers Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Facility Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Revolving Commitments of the Lenders to lend hereunder shall expire on the Commitment Facility Termination Date. Anything contained in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, each of the Revolving Loans and the Commitments Lenders shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to fund its Pro Rata Share of any Revolving Advance made in connection with any L/C Drafts notwithstanding that such Revolving Advance may be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry date of any reduction, suspension or termination of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder Revolving Commitment pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(iSection 2.11(b) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentence8.1.

The Revolving Loans. From Upon the satisfaction of the conditions precedent set forth in Section 4.2 and including the Closing Date 4.4 and prior to the Commitment Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Section 2.11 and SECTION 9.1 Section 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basis) Borrower from time to time in an aggregate amount, together with such Lender's L/C Interest, amount not to exceed at any one time outstanding the amount of such Lender's ’s Revolving Commitment; PROVIDEDprovided, HOWEVERhowever, that the Aggregate Revolving Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations and the balance of any Swing Line Loans then outstanding, and such deemed use of the Aggregate Revolving Commitment shall be applied to the Lenders ratably according to their respective Revolving Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Section 2.11 and SECTION 9.1 Section 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), the Borrowers Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Facility Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Revolving Commitments of the Lenders to lend hereunder shall expire on the Commitment Facility Termination Date. Anything contained in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, each of the Revolving Loans and the Commitments Lenders shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to fund its ratable share of any Revolving Advance made in connection with any L/C Drafts notwithstanding that such Revolving Advance may be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry date of any reduction, suspension or termination of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder Revolving Commitment pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(iSection 2.11(b) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentenceSection 8.1.

The Revolving Loans. From and including the Closing Date and prior Subject to the Commitment Termination Date, each Lender severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein, each Bank hereby severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make Revolving Loans to the Borrower from time to time during the period from the Effective Date through but excluding the Termination Date in an amount not exceeding its Pro Rata Share of the difference between the (i) aggregate Revolving Loan Commitments (as defined below) then in effect and (ii) the sum of (a) the aggregate principal amount of Swing Line Loans then outstanding (excluding Swing Line Loans to be repaid with the proceeds of such Revolving Loans) and (b) the Letter of Credit Usage for the purposes identified in Section 2.08. Each Bank's commitment to maintain and make Revolving Loans to the Borrower pursuant to this Section 2.01(a) is hereby called its "REVOLVING LOAN COMMITMENT" and such commitments of all the Banks in the aggregate are herein called the "REVOLVING LOAN COMMITMENTS." The initial amount of each Bank's Revolving Loan Commitment is set forth in this Agreement SCHEDULE 1.01(A) and the aggregate initial amount of all Revolving Loan Commitments is $325,000,000. The amount of the Revolving Loan Commitments shall be reduced by the amount of all reductions thereof made pursuant to Section 4.02 or Section 9 through the date of determination. In no event shall the aggregate principal amount of the Revolving Loans from any Bank outstanding at any time exceed the amount of its Revolving Loan Commitment then in effect. Each Bank's Revolving Loan Commitment shall expire on the Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans, the Revolving Loan Commitments, or otherwise (including, without limitation, the terms and conditions any cash deposit required under Section 2.10(a) with respect to any Letter of SECTION 2.10 and SECTION 9.1 relating Credit having an expiration date subsequent to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basisTermination Date) from time to time in an aggregate amount, together with such Lender's L/C Interest, not to exceed at any one time outstanding the amount of such Lender's Commitment; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described paid in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (a) in full no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(i) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more later than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentencethat date.

The Revolving Loans. From Subject to and including the Closing Date and prior to the Commitment Termination Date, each Lender severally agrees, on upon the terms and conditions herein set forth in this Agreement (including, without limitationforth, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating Revolving Holders agree to make advances to the reductionCompanies (each a “Revolving Loan” and, suspension or termination of collectively, the Aggregate Commitment), to make “Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basisLoans”) from time to time from the date hereof and prior to the Revolving Commitment Termination Date in an the aggregate amount, together with such Lender's L/C Interest, not to exceed principal amount outstanding at any one time outstanding not to exceed the Revolving Commitment; provided that Revolving Loans shall not be made more frequently than six (6) times each calendar month. The Revolving Loans shall be evidenced by one or more Revolving Notes, dated as of the Date of Closing, and the Companies will deliver to you on the Date of Closing, at the offices of King & Spalding LLP, 1185 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, one or more Revolving Notes registered in its name, evidencing in the aggregate for all Revolving Holders the amount of the Revolving Commitment as of the Date of Closing, and in the denominations specified in the Schedule B attached hereto. The principal amount of each Revolving Loan shall be equal to at least $100,000, and shall be an integral multiple of $50,000 or such Lender's Commitmentlesser amount as shall be available to be drawn under the Revolving Notes. At the time of the making of each Revolving Loan and at the time of the making of each payment of principal on any Revolving Note, the applicable Revolving Holder shall make a notation in the records of such Revolving Holder, specifying the date and the amount of the Revolving Loan or payment; PROVIDED, HOWEVER, provided that the Aggregate Commitment failure of such Revolving Holder to do so or any other inaccuracy in such records shall be deemed used for purposes not affect the obligations of determining the availability Companies otherwise under this Agreement and any Revolving Note. Within the limits of the Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant Commitment, subject to SECTION 2.10the terms and conditions hereof, which commitment fee shall be determined for each Lender as described in SECTION 2.10) the Companies may borrow from time to time (but not more frequently than six (6) times each calendar month) in accordance with Section 2.2(b), shall or may repay from time to time in accordance with Section 8.1, and may reborrow (but not more frequently than six (6) times each calendar month) in accordance with Section 2.2(b). In addition, any amounts advanced, at the extent sole discretion of the aggregate L/C Obligations then outstandingRevolving Holders, and such deemed use to pay any amount chargeable to or required to be paid by any of the Aggregate Commitment shall be applied Companies and which the Companies have failed to the Lenders ratably according to their respective Commitments. Subject pay pursuant to the terms of, and within the time periods provided under, any Note Document, including payments of this Agreement (includingreimbursable expenses, without limitation, expenditures for the terms protection or preservation of collateral and conditions of SECTION 2.10 and SECTION 9.1 relating to other sums payable under the reduction, suspension or termination of the Aggregate Commitment), the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Commitments Note Documents shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of deemed a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(i) or (ii), the aggregate principal amount of “Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentenceLoan”.

The Revolving Loans. From and including the Closing Effective Date and prior to the Commitment Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basis) Borrower from time to time in an aggregate amount, together with such Lender's L/C Interest and Swing Line Interest, not to exceed (except as otherwise contemplated by the last sentence of SECTION 2.19) at any one time outstanding the amount of such Lender's Commitment; PROVIDED, HOWEVER, that the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of (x) the aggregate L/C Obligations then outstanding and (y) the aggregate principal amount of any Swing Line Loans then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 and SECTION 9.1 relating to the reduction, suspension or termination of the Aggregate Commitment), the Borrowers Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Facility Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Commitments of the Lenders to lend hereunder shall expire on the Commitment Facility Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(i) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentence.

The Revolving Loans. From and including Upon the Closing Date satisfaction of the conditions precedent set forth in Section 4.2 and prior to the Commitment Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Sections 2.11 and SECTION 9.1 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), to make Revolving Loans in Dollars to the Borrowers (who shall borrow on a joint and several basis) Borrower from time to time in an aggregate amount, together with principal amount that will not result in (i) such Lender's L/C Interest, not to exceed at any one time outstanding the amount of ’s Revolving Exposure exceeding such Lender's Commitment; PROVIDED, HOWEVER, that ’s Revolving Commitment or (ii) the aggregate Revolving Exposures exceeding the Aggregate Commitment shall be deemed used for purposes of determining the availability of Revolving Loans (but not for purposes of determining each Lender's commitment fee pursuant to SECTION 2.10, which commitment fee shall be determined for each Lender as described in SECTION 2.10) from time to time to the extent of the aggregate L/C Obligations then outstanding, and such deemed use of the Aggregate Commitment shall be applied to the Lenders ratably according to their respective Commitments. Subject to the terms of this Agreement (including, without limitation, the terms and conditions of SECTION 2.10 Sections 2.11 and SECTION 9.1 8.1 relating to the reduction, suspension or termination of the Aggregate Revolving Commitment), the Borrowers Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Commitment Facility Termination Date. Unless earlier terminated in accordance with the terms and conditions of this Agreement, the Revolving Commitments of the Lenders to lend hereunder shall expire on the Commitment Facility Termination Date. Anything contained in this Agreement Notwithstanding anything herein to the contrary notwithstandingcontrary, each of the Revolving Loans and the Commitments Lenders shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Commitments at any time outstanding exceed the least of (i) pending the entry of a Final Borrowing Order, $60,000,000, (ii) until (x) the first delivery to the Agent after the Closing Date of the financial statements and Compliance Certificate required to fund its Pro Rata Share of any Revolving Advance made in connection with any L/C Drafts notwithstanding that such Revolving Advance may be delivered pursuant to SECTIONS 7.1(b) and 7.1(e) demonstrating compliance with the relevant covenants in ARTICLE VII and (y) the delivery to the Agent of the Requisite Collateral Information, the sum of (a) $80,000,000 PLUS (b) any Advances made hereunder which are applied, on or after the entry date of any reduction, suspension or termination of the Final Borrowing Order, to finance the repayment by Neweol (Delaware), L.L.C. of the Fairway Receivables Facility in accordance with SECTION 7.16, and thereafter, the Aggregate Commitment, and (iii) the amount permitted to be outstanding hereunder Revolving Commitment pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable; and (b) excluding all Advances hereunder to make Closing Date Payments and the effect of any mandatory prepayments under SECTION 2.10(b)(iSection 2.11(b) or (ii), the aggregate principal amount of Revolving Loans outstanding on any date of determination shall not exceed by more than $15,000,000 the highest aggregate principal amount of Revolving Loans outstanding as of any date after the Closing Date which is less than 30 days prior to such date of determination. The Borrowers agree, jointly and severally, to immediately prepay the Loans in the amounts and at the times as may be necessary to comply with the immediately preceding sentence8.1.