Common use of Prior to the Clause in Contracts

Prior to the. effectiveness of the Fir st Amendment, (x) the Original Revolving Lenders co mmitted to make certain Loans (collectively, the “Original Revolving Loans”) to the Borrower (and the aggregate outstanding principal amount of such Original Revolvin g Loans im mediate ly prior to the effectiveness of the F irst Amendment is $20,00 0,000) and (y) there were no Letter s of Cr edit Issued under Section 1.1(c). The commitments to provide the Origi nal Revolvi ng Loans are, as of the First Amendment Date, as set forth on Schedule 1.1(b) under the heading “Ori gi nal Revolving Loan Co mmitments ” (such amount as the same may be reduced or increased fro m time to time i n accord ance wi th this Agreement, being referred to herein as such Lender’ s “Original Revolving Loan Commitment ”). Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Orig inal Revolving Lender severally and not jointly agrees to make Orig inal Revolving Loans to the Borrower (each such Loan, a “Revolving Loan ”; unless the context shall otherwise require, the term “Original Revolving Loan” shall include any Incremental Revolving Loan) from time to time on any Business Day during the period from and including the Restatement Effective Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amountsuch Lenders’ Original Revolving Loan Commitment (unless the context shall otherw ise require, the ter m “Original Revolving Loan Commitments” shall include the Incremental Revolving Loan Comm itment s); provided , how ever, that after giving effect to any Borrow ing of Original Revolving Loans, the aggregate principal amount of all outstanding Original Revolvin g Loans shall not exceed the Maximum Original Revolving Loan Balance. Subject to the terms and conditions of this Agreement and in relia nce upon the repres entations and warranties of the Cre dit Par ties contained herein, each LIFO Revolving Lender severally and not j ointly agrees to make Loans to the Borrow er (each such Loan, a “L IFO Revolving Loan” and, together wi th each Original Revolving Loan, a “Revolving Loan” ) from time to time on any Business Day durin g the period from and including the First Amendment Date through the LIFO Maturity Date, in an aggregate amoun t not to exceed at any time outstanding such Lender’ s LIF O Revolvi ng Loan Commi tment, whi ch LIFO Re vol vi ng Loan Commi tments, as of the First Amendment Date, are set forth opposite such Lender’s name inon Schedule 1.1(b) under the heading “LIFO Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “LIFO Revolving Loan Commitment”; unless the context shall otherwise require, the term and, together with such Lender ’s Original Re volving Loa n Commitment, such Lender’ s “Revolving Loan Commitments” shall include the Incremental Revolving Loan Commitments Commitment” ); provided, however, that, after giving effect to any Borrowing of LIFO Revolving Loans, the aggregate principal amount of all outstanding LIFO Revolving Loans shall not exceed the Maximum LIFO Revolving Loan Balance. For the avoidance of doubt, the Revolving Loan Commitments (as of the Restatement Effective Date) are set forth on Schedule 1.1(b) on the Restatement Effective Date after giving effect to the Term Loan Conversion (and shall not be reduced by the amount of the Converted Term Loans).

Prior to the. effectiveness Submission Deadline on each Auction Date, each Existing Holder may submit Orders through a Broker-Dealer to the Auction Agent as follows: o Hold Order--indicating its desire to hold Preferred Shares without regard to the Applicable Rate for the next Dividend Period. o Bid--indicating its desire to hold Preferred Shares provided that the Applicable Rate for the next Dividend Period is not less than the rate specified in such Bid. o Sell Order--indicating its desire to sell Preferred Shares without regard to the Applicable Rate for the next Dividend Period. An Existing Holder may submit different types of Orders in an Auction with respect to the Preferred Shares then held by such Existing Holder, provided that the total number of Preferred Shares covered by all such Orders does not exceed the number of Preferred Shares held by such Existing Holder. An Existing Holder that offers to purchase additional Preferred Shares is, for purposes of such offer to purchase additional shares, treated as a Potential Holder as described below. Bids submitted by Existing Holders with rates higher than the Maximum Applicable Rate will be treated as Sell Orders. A Hold Order shall be deemed to have been submitted on behalf of an Existing Holder if an Order is not submitted on behalf of such Existing Holder for any reason, including the failure of a Broker-Dealer to submit such Existing Holder's Order to the Auction Agent. The Maximum Applicable Rate in any Auction will be 175% of the Fir st Amendment30-day "AA" Composite Commercial Paper Rate in effect at the close of business on the Business Day next preceding the applicable Auction Date. Potential Holders of Preferred Shares may submit Bids in which they will offer to purchase Preferred Shares, if the Applicable Rate for the next Dividend Period is not less than the rate specified in such Bid. A Bid submitted by a Potential Holder with a rate higher than the Maximum Applicable Rate will be rejected. If Sufficient Clearing Bids exist (x) the Original Revolving Lenders co mmitted to make certain Loans (collectivelythat is, the “Original Revolving Loans”) number of Preferred Shares subject to Bids by Potential Holders is at least equal to the Borrower (number of Preferred Shares subject to Sell Orders by Existing Holders), the Applicable Rate will be the lowest rate specified in the Submitted Bids which, taking into account such rate and the aggregate outstanding principal amount of all lower rates bid by Existing Holders and Potential Holders, would result in such Original Revolvin g Loans im mediate ly prior to the effectiveness Existing Holders and Potential Holders owning all of the F irst Amendment is $20,00 0,000Preferred Shares available for purchase in the Auction. If Sufficient Clearing Bids do not exist, the Applicable Rate will be the Maximum Applicable Rate and, in such event, Existing Holders that have submitted Sell Orders will not be able to sell in the Auction any or all Preferred Shares subject to such Sell Orders. If all Existing Holders submit (or are deemed to have submitted) and Hold Orders, the Minimum Applicable Rate will apply (y) there were no Letter s 90% of Cr edit Issued under Section 1.1(cthe 30-day "AA" Composite Commercial Paper Rate in effect at the close of business on the Business Day next preceding the applicable Auction Date). The commitments to provide Auction Procedures include a pro rata allocation of Preferred Shares for purchase and sale under certain circumstances which may result in an Existing Holder selling or holding, or a Potential Holder purchasing, a number of Preferred Shares that is less than the Origi nal Revolvi ng Loans arenumber of Preferred Shares specified in its Bid or Sell Order. Accordingly, as of the First Amendment Date, as set forth on Schedule 1.1(b) under the heading “Ori gi nal Revolving Loan Co mmitments ” (such amount as the same an Existing Holder may be reduced or increased fro m time obligated to time i n accord ance wi th this Agreement, being referred sell a portion of its Preferred Shares which are subject to herein as such Lender’ s “Original Revolving Loan Commitment ”). Subject a Submitted Bid specifying a rate which is equal to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Orig inal Revolving Lender severally and not jointly agrees to make Orig inal Revolving Loans to the Borrower (each such Loan, a “Revolving Loan ”; unless the context shall otherwise require, the term “Original Revolving Loan” shall include any Incremental Revolving Loan) Applicable Rate resulting from time to time on any Business Day during the period from and including the Restatement Effective Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amountsuch Lenders’ Original Revolving Loan Commitment (unless the context shall otherw ise require, the ter m “Original Revolving Loan Commitments” shall include the Incremental Revolving Loan Comm itment s); provided , how ever, that after giving effect to any Borrow ing of Original Revolving Loans, the aggregate principal amount of all outstanding Original Revolvin g Loans shall not exceed the Maximum Original Revolving Loan Balance. Subject to the terms and conditions of this Agreement and in relia nce upon the repres entations and warranties of the Cre dit Par ties contained herein, each LIFO Revolving Lender severally and not j ointly agrees to make Loans to the Borrow er (each such Loan, a “L IFO Revolving Loan” and, together wi th each Original Revolving Loan, a “Revolving Loan” ) from time to time on any Business Day durin g the period from and including the First Amendment Date through the LIFO Maturity Date, in an aggregate amoun t not to exceed at any time outstanding such Lender’ s LIF O Revolvi ng Loan Commi tment, whi ch LIFO Re vol vi ng Loan Commi tments, as of the First Amendment Date, are set forth opposite such Lender’s name inon Schedule 1.1(b) under the heading “LIFO Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “LIFO Revolving Loan Commitment”; unless the context shall otherwise require, the term and, together with such Lender ’s Original Re volving Loa n Commitment, such Lender’ s “Revolving Loan Commitments” shall include the Incremental Revolving Loan Commitments Commitment” ); provided, however, that, after giving effect to any Borrowing of LIFO Revolving Loans, the aggregate principal amount of all outstanding LIFO Revolving Loans shall not exceed the Maximum LIFO Revolving Loan Balance. For the avoidance of doubt, the Revolving Loan Commitments (as of the Restatement Effective Date) are set forth on Schedule 1.1(b) on the Restatement Effective Date after giving effect to the Term Loan Conversion (and shall not be reduced by the amount of the Converted Term Loans)Auction .