Common use of Working Capital Revolver Clause in Contracts

Working Capital Revolver. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “WC Revolver Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s WC Revolver Commitment; provided, however, that after giving effect to any Borrowing of a WC Revolver Loan, (i) the Total WC Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver Commitment as in effect on such date and (2) the Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the WC Revolver Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s WC Revolver Commitment. Within the limits of each Lender’s WC Revolver Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). WC Revolver Loans may be Base Rate Loans, Cost of Funds Rate Loans or Eurodollar Rate Loans, as further provided herein. (ii) At any time during a Seasonal Overline Period, upon one (1) Business Day prior written notice to the Administrative Agent and the Lenders, and so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof, the Borrowers may increase the Total WC Revolver Commitment by an amount equal to $50,000,000 (such amount being hereinafter referred to as the “Facility Increase Amount”), provided that the Total WC Revolver Commitment shall at no time exceed the Initial Total WC Revolver Commitment as in effect immediately prior to such increase plus $50,000,000, and, provided further, that the Borrowers shall only be permitted to increase the Total WC Revolver Commitment pursuant to this Section 2.1(a)

Working Capital Revolver. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “WC Revolver Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s WC Revolver Commitment; provided, however, that after giving effect to any Borrowing of a WC Revolver Loan, Loan (i) the Total WC Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver Commitment as in effect on such date and (2) the Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the WC Revolver Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s WC Revolver Commitment. Within the limits of each Lender’s WC Revolver Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). WC Revolver Loans may be Base Rate Loans, Cost of Funds Rate Loans or Eurodollar Rate Loans, as further provided herein. (ii) At any time during a Seasonal Overline Period, upon one (1) Business Day prior written notice to the Administrative Agent and the Lenders, and so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof, the Borrowers may increase the Total WC Revolver Commitment by an amount equal to $50,000,000 (such amount being hereinafter referred to as the “Facility Increase Amount”), provided that that, unless the Borrowers have simultaneously accessed the Incremental Facility Increase Amount in accordance with Section 2.1(a)(iii), the Total WC Revolver Commitment shall at no time exceed the Initial Total WC Revolver Total Commitment as in effect immediately prior to such increase plus $50,000,00050,000,000 and, to the extent the Borrowers have accessed the Incremental Facility Increase Amount in accordance with Section 2.1(a)(iii), then the Total WC Revolver Commitment shall at no time exceed the Initial WC Revolver Total Commitment as in effect immediately prior to such increase, plus $50,000,000 plus the amount of the Incremental Facility Increase Amount, and, provided further, that the Borrowers shall only be permitted to increase the Total WC Revolver Commitment pursuant to this Section 2.1(a)

Working Capital Revolver. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “"WC Revolver Loan”") to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's WC Revolver Commitment; provided, however, that after giving effect to any Borrowing of a WC Revolver Loan, (i) the Total WC Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver Commitment as in effect on such date and (2) the Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the WC Revolver Loans of any Lender, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s 's WC Revolver Commitment. Within the limits of each Lender’s 's WC Revolver Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a2(a), prepay under Section 2.4, and reborrow under this Section 2.1(a2(a). WC Revolver Loans may be Base Rate Loans, Cost of Funds Rate Loans or Eurodollar Rate Loans, as further provided herein. (ii) At any time during a Seasonal Overline Period, upon one (1) Business Day Days prior written notice to the Administrative Agent and the Lenders, and so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof, the Borrowers may increase the Total WC Revolver Commitment by an amount equal to $50,000,000 (such amount being hereinafter referred to as the “"Facility Increase Amount”"), provided that the Total WC Revolver Commitment shall at no time exceed the Initial Total WC Revolver Commitment as in effect immediately prior to such increase plus $50,000,000, and, provided further, that the Borrowers shall only be permitted to increase the Total WC Revolver Commitment pursuant to this Section 2.1(a2(a)(ii) once during such Seasonal Overline Period. The increase in the Total WC Revolver Commitment shall become effective upon (a) receipt by the Administrative Agent and the Lenders of the notice as described in the first sentence of this Section 2(a)(ii); (b) evidence satisfactory to the Administrative Agent of pro forma compliance with the financial covenants contained in Section 7.18 hereof both before and after giving effect to the increase; and (c) receipt by the Administrative Agent for the pro rata accounts of the Lenders of the fee set forth in Section 2.8 hereof at the time required by Section 2.8 (such effective date being hereinafter referred to as a "Facility Increase Date"). On such Facility Increase Date, the WC Revolver Commitment of each Lender shall be increased on a pro rata basis based on each such Lender's Commitment Percentage of the Total WC Revolver Commitment as in effect after giving effect to the Facility Increase Amount. In addition, on the Facility Increase Date, Schedule 2.1 attached hereto shall be modified to reflect the increase in each Bank's WC Revolver Commitment and the Total WC Revolver Commitment contemplated by this Section 2(a)(ii). Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees that on the Facility Increase Date, its WC Revolver Commitment shall be automatically increased as set forth in this Section 2(a)(ii). To the extent the Borrowers have not reduced the Total WC Revolver Commitment by $50,000,000 at the expiration of the Seasonal Overline Period, then, on such expiration date, the Total WC Revolver Commitment shall automatically be reduced by $50,000,000, and the Borrowers' jointly and severally agree to pay to the Administrative Agent, for the pro rata accounts of the Lenders, the amount of any WC Revolver Loans which are in excess of the Total WC Revolver Commitment as in effect after giving effect to such reduction. In addition, the parties hereto hereby agree that at any time in which the Total WC Revolver Commitment has been increased pursuant to this Section 2(a)(ii), the Borrowers shall have the right at any time and from time to time during the applicable Seasonal Overline Period, upon one (1) Business Days' prior written notice to the Administrative Agent to reduce the Total WC Revolver Commitment by an amount equal to the Facility Increase Amount (the effective date of such decrease shall be hereinafter referred to as a "Facility Decrease Date"), whereupon the Total WC Revolver Commitment shall be reduced by such amount (and the WC Revolver Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages by such amount). The Borrowers shall only have the right to reduce the Total WC Revolver Commitment pursuant to this Section 2(a)(ii) once during any Seasonal Overline Period. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2(a)(ii), the Administrative Agent will notify the Lenders of the substance thereof. On the Facility Decrease Date, the Borrowers shall jointly and severally pay to the Administrative Agent for the respective accounts of the Lenders the full amount of any facility fee then accrued on the amount of the reduction and Schedule 1 attached hereto shall be modified to reflect the decrease in each Lenders WC Revolver Commitment and the Total WC Revolver Commitment contemplated by this Section 2(a)(ii).

Working Capital Revolver. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “"WC Revolver Loan”") to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's WC Revolver Commitment; provided, however, that after giving effect to any Borrowing of a WC Revolver Loan, (i) the Total WC Revolver Outstandings shall not exceed the lesser of (1) the Total WC Revolver Commitment as in effect on such date and (2) the Borrowing Base at such time, and (ii) the aggregate Outstanding Amount of the WC Revolver Loans of any Lender, plus such Lender’s 's Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s 's WC Revolver Commitment. Within the limits of each Lender’s 's WC Revolver Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a2(a), prepay under Section 2.42.04, and reborrow under this Section 2.1(a2(a). WC Revolver Loans may be Base Rate Loans, . Cost of Funds Rate Loans or Eurodollar Rate Loans, as further provided herein. (ii) At any time during a Seasonal Overline Period, upon one (1) Business Day Days prior written notice to the Administrative Agent and the Lenders, and so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof, the Borrowers may increase the Total WC Revolver Commitment by an amount equal to $50,000,000 (such amount being hereinafter referred to as the “"Facility Increase Amount”"), provided that the Total WC Revolver Commitment shall at no time exceed the Initial Total WC Revolver Commitment as in effect immediately prior to such increase plus $50,000,000, and, provided further, that the Borrowers shall only be permitted to increase the Total WC Revolver Commitment pursuant to this Section 2.1(a2(a)(ii) once during such Seasonal Overline Period. The increase in the Total WC Revolver Commitment shall become effective upon (a) receipt by the Administrative Agent and the Lenders of the notice as described in the first sentence of this Section 2(a)(ii); (b) evidence satisfactory to the Administrative Agent of pro forma compliance with the financial covenants contained in Section 7.18 hereof both before and after giving effect to the increase; and (c) receipt by the Administrative Agent for the pro rata accounts of the Lenders of the fee set forth in Section 2.8 hereof at the time required by Section 2.8 (such effective date being hereinafter referred to as a "Facility Increase Date"). On such Facility Increase Date, the WC Revolver Commitment of each Lender shall be increased on a pro rata basis based on each such Lender's Commitment Percentage of the Total WC Revolver Commitment as in effect after giving effect to the Facility Increase Amount. In addition, on the Facility Increase Date, Schedule 2.01 attached hereto shall be modified to reflect the increase in each Bank's WC Revolver Commitment and the Total WC Revolver Commitment contemplated by this Section 2(a)(ii). Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees that on the Facility Increase Date, its WC Revolver Commitment shall be automatically increased as set forth in this Section 2(a)(ii). To the extent the Borrowers have not reduced the Total WC Revolver Commitment by $50,000,000 at the expiration of the Seasonal Overline Period, then, on such expiration date, the Total WC Revolver Commitment shall automatically be reduced by $50,000,000, and the Borrowers' jointly and severally agree to pay to the Administrative Agent, for the pro rata accounts of the Lenders, the amount of any WC Revolver Loans which are in excess of the Total WC Revolver Commitment as in effect after giving effect to such reduction. In addition, the parties hereto hereby agree that at any time in which the Total WC Revolver Commitment has been increased pursuant to this Section 2(a)(ii), the Borrowers shall have the right at any time and from time to time during the applicable Seasonal Overline Period, upon one (1) Business Days' prior written notice to the Administrative Agent to reduce the Total WC Revolver Commitment by an amount equal to the Facility Increase Amount (the effective date of such decrease shall be hereinafter referred to as a "Facility Decrease Date"), whereupon the Total WC Revolver Commitment shall be reduced by such amount (and the WC Revolver Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages by such amount). The Borrowers shall only have the right to reduce the Total WC Revolver Commitment pursuant to this Section 2(a)(ii) once during any Seasonal Overline Period. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2(a)(ii), the Administrative Agent will notify the Lenders of the substance thereof. On the Facility Decrease Date, the Borrowers shall jointly and severally pay to the Administrative Agent for the respective accounts of the Lenders the full amount of any facility fee then accrued on the amount of the reduction and Schedule 1 attached hereto shall be modified to reflect the decrease in each Lenders WC Revolver Commitment and the Total WC Revolver Commitment contemplated by this Section 2(a)(ii).