Common use of The Commitments and Credit Extensions Clause in Contracts

The Commitments and Credit Extensions. 1.01 The Revolving Credit Loans. (a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make 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 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 the Restatement Effective Date, in its Permitted Discretion to establish, modify or eliminate Reserves upon five Business Days prior notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such Reserve no longer exists in the manner and to the 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 virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance of any Event of Default; and provided, further, that the Administrative Agent may not implement Reserves with respect to 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 Eligible Inventory.

The Commitments and Credit Extensions. 1.01 The Revolving Credit Loans. (a) . Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”or cause its Applicable Lending Office to make): (a) prior to the Borrowersentry of the Final Order, 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, initial loans in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Initial Commitment; providedprovided that, however, that after giving effect to any Revolving Credit such Borrowing, (a) the Initial 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 Initial Commitment Amount in effect 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 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).time; and (b) The Administrative Agent shall have upon the rightentry of the Final Order, additional loans in an aggregate principal amount not to exceed at any time and from outstanding the amount of such ▇▇▇▇▇▇’s Remaining Commitment Amount; provided that if the Total Outstandings shall be in an amount above $55,000,000 at the time to time after the Restatement Effective Dateof such Borrowing, in its Permitted Discretion to establish, modify or eliminate Reserves upon five Business Days prior notice such Borrowing shall be subject to the Lead Borrower (during which period consent of the Administrative Agent and the Required Lenders. (c) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be available to discuss any such proposed Reserve with made upon the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such Reserve no longer exists in the manner and to the extent reasonably satisfactory Borrower’s irrevocable notice to the Administrative Agent in its Permitted Discretion); provided that no of such Borrowing, conversion or continuation of Eurodollar Rate Loans, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (New York, New York time) (i) three (3) Business Days prior notice shall be required for changes to the requested date of any Reserves Borrowing or continuation or conversion of Eurodollar Rate Loans (or any conversion of Base Rate Loans to Eurodollar Rate Loans) and (ii) one (1) resulting solely by virtue of mathematical calculations of Business Day before the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance requested date of any Event Borrowing of Default; and provided, further, that Base Rate Loans or any continuation or conversion of Eurodollar Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of, continuation of or conversion to Base Rate Loans, shall be in a principal amount of $5,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify, as applicable, (i) the requested date of the Borrowing, conversion or continuation, as the case may not implement Reserves with respect to matters be (which are already specifically reflected as ineligible Accounts, ineligible Credit Card Receivables or ineligible Inventory or criteria deducted in computing the Appraised Value of Eligible Inventory.shall be a Business Day),

The Commitments and Credit Extensions. 1.01 The Revolving Credit Committed Loans. (a) . Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans in Dollars (each such loan, a “Revolving Credit "Committed Loan”") to the Borrowers, on a joint and several basis, denominated in Dollars Borrower from time to time on or following the Restatement Effective Datetime, on any Business Day until during the Maturity Date ofAvailability Period, 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 Committed Borrowing, (ai) the Total Outstandings shall not exceed the lesser of (x) the Aggregate Commitments Commitments, and (y) subject to Section 2.02(h) and (i), the Borrowing Base at such time and (bii) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage 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 other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a). (b) The 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date, in its Permitted Discretion to establish, modify or eliminate Reserves upon five not later than 11:00 a.m. (i) three Business Days prior notice to the Lead requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (during whether telephonic or written) shall specify (i) 47012838_8 whether the Borrower is requesting a Committed Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which period shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Following receipt of a Commitment Loan Notice, the Administrative Agent shall be available promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such Reserve no longer exists Base Rate Loans described in the manner and to preceding subsection. In the extent reasonably satisfactory case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available in Dollars to the Administrative Agent in its Permitted Discretionimmediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01); provided that no such prior notice , the Administrative Agent shall be required for changes make all funds so received immediately available to any Reserves the Borrower in Dollars either by (1i) resulting solely by virtue crediting the account of mathematical calculations the Borrower on the books of Fifth Third with the amount of the Reserve such funds or (ii) wire transfer of such funds, in each case in accordance with the methodology of calculation previously utilized instructions provided to (such as, but not limited and reasonably acceptable to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance of any Event of Default; and provided, further, that the Administrative Agent by the Borrower. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Fifth Third’s prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not implement Reserves be more than ten Interest Periods in effect with respect to 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 Eligible Inventory.Loans. 47012838_8

The Commitments and Credit Extensions. 1.01 The Revolving 2. 01Letter of Credit LoansFacility. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loanA) the L/C Issuer agrees, a “Revolving Credit Loan”in reliance upon the agreements of the L/C Lenders set forth in this Section 2.01, (1) 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 during the period from the Effective Date until the Maturity Date ofLetter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in an aggregate amount not accordance with Section 2.01(b), and (2) to exceed at honor drawings under the Letters of Credit; and (B) the L/C Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any time outstanding the amount of such Lender’s Revolving Credit Commitmentdrawings thereunder; provided, however, provided that after giving effect to any Revolving L/C Credit BorrowingExtension with respect to any Letter of Credit, (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 no L/C Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus Obligations shall exceed such Lender’s Pro Rata Share Letter of Credit Commitment and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Facility. Each request by the Company for the issuance or amendment of a Letter of Credit ​ ​ shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. Each L/C Lender severally agrees to make L/C Advances from time to time during the Availability Period up to an outstanding principal amount equal to its Letter of Credit Commitment; provided that after giving effect to such L/C Advances, no L/C Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans L/C Obligations shall not exceed such Lender’s Revolving Letter of Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the 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). (bii) The Administrative Agent L/C Issuer shall have not issue any Letter of Credit if: (A) subject to Section 2.01(b)(iii), the right, at any time and from time to time expiry date of such requested Letter of Credit would occur more than twelve months after the Restatement date of issuance or last extension, unless the Required L/C Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the L/C Lenders have approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the L/C Issuer in its Permitted Discretion good ▇▇▇▇▇ ▇▇▇▇▇ material to establish, modify it; (B) the issuance of such Letter of Credit would violate one or eliminate Reserves upon five Business Days prior notice more policies of the L/C Issuer applicable to the Lead Borrower letters of credit generally; (during which period C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000; ​ ​ (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (G) such Letter of Credit is to be used as support for any rent or lease payment of any Person. (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be available under no obligation to discuss amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed Reserve amendment to such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the L/C Lenders with respect to any Letters of Credit issued by it and the Borrowers to afford documents associated therewith, and the Borrowers an opportunity to take such action as may be required so that L/C Issuer shall have all of the event, condition or circumstance that is the basis for such Reserve no longer exists in the manner benefits and to the extent reasonably satisfactory immunities (A) provided 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 virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance of any Event of Default; and provided, further, that the Administrative Agent may not implement Reserves Article IX with respect to matters which are already specifically reflected any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as ineligible Accountsfully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, ineligible Credit Card Receivables or ineligible Inventory or criteria deducted in computing and (B) as additionally provided herein with respect to the Appraised Value of Eligible InventoryL/C Issuer.

The Commitments and Credit Extensions. 1.01 The Revolving Credit ​ 2.01​ ​​ ​ Committed Loans; Reserves. (a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender ▇▇▇▇▇▇ severally agrees to make loans (each such loan, a “Revolving Credit Committed Loan”) to the Borrowers, on a joint and several basis, denominated in Dollars Borrower from time to time on or following the Restatement Effective Datetime, on any Business Day until during the Maturity Date ofAvailability Period, subject in an aggregate amount not each case to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that following limitations: ​ (i) after giving effect to any Revolving Credit Committed Borrowing, (a) the Total Outstandings shall not exceed the lesser of (xA) the Aggregate Commitments and Commitments, or (yB) subject to Section 2.02(h) and (i), the Borrowing Base at such time and Base; ​ (bii) after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s Revolving Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; and ​ (iii) the Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit CommitmentSublimit. ​ Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a). (b) The Administrative Agent shall have the right2.01. Committed Loans may be Base Rate Loans or LIBO RateTerm Benchmark Loans, at any time as further provided herein. Any Extended Loans made in ​ ​ ​ accordance with Section 2.16 and from time to time after the Restatement Effective Date, in its Permitted Discretion to establish, modify or eliminate Reserves upon five Business Days prior notice to the Lead Borrower (during which period the Administrative Agent an Extension Amendment shall be available subject to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis this Article II and shall constitute Committed Loans for such Reserve no longer exists in the manner and to the 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 virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance of any Event of Default; and provided, further, that the Administrative Agent may not implement Reserves with respect to 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 Eligible Inventory.all purposes hereunder. ​

The Commitments and Credit Extensions. 1.01 The Revolving Credit Loans2.01 Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each Revolving Credit Lender severally agrees to make loans L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.01, (each such loan, a “Revolving Credit Loan”1) 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 during the period from the Closing Date until the Maturity Date ofDate, to issue Letters of Credit for the account of the Borrower and its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in an aggregate amount not accordance with subsection (b) below, and (2) to exceed at honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries; provided that no L/C Issuer shall be obligated to make any time outstanding L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the amount date of such Lender’s Revolving L/C Credit Commitment; provided, however, that after giving effect to any Revolving Credit BorrowingExtension, (ax) the Total Outstandings shall not would exceed the lesser of (xi) the Aggregate Commitments and (ii) the Collateral Value of the Borrowing Base, or (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 would exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05Borrower’s ability to obtain Letters of Credit shall be fully revolving, and reborrow under this accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. With respect to each Existing Letter of Credit, (i) all undrawn face amounts thereof shall constitute L/C Obligations, (ii) all drawings thereunder not reimbursed by the Borrower as required in Section 2.01(a)2.01(c)(i) shall constitute Unreimbursed Amounts, and (iii) the reimbursement obligations with respect thereto shall be governed by the terms and conditions hereof. (bii) The Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date, in its Permitted Discretion to establish, modify or eliminate Reserves upon five Business Days prior notice to the Lead Borrower (during which period the Administrative Agent No L/C Issuer shall be available under any obligation to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition issue or circumstance that is the basis for such Reserve no longer exists in the manner and to the 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 virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period renew or (3) during the continuance permit renewal of any Event Letter of Default; and providedCredit if: (A) any order, furtherjudgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the Administrative Agent may not implement Reserves issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to matters such Letter of Credit any restriction, reserve or capital requirement (for which are already specifically reflected as ineligible Accountssuch L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, ineligible or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) subject to Section 2.01(b)(iii), the expiry date of such requested Letter of Credit Card Receivables would occur more than thirteen months after the date of issuance or ineligible Inventory last renewal, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate one or criteria deducted more policies of such L/C Issuer; or (E) such Letter of Credit is in computing an initial amount less than $50,000.00, or is to be denominated in a currency other than Dollars. (iii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) the Appraised Value L/C Issuer would have no obligation at such time to issue such Letter of Eligible InventoryCredit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

The Commitments and Credit Extensions. 1.01 The Revolving Credit Committed Loans. (a) . Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans in Dollars (each such loan, a “Revolving Credit Committed Loan”) to the Borrowers, on a joint and several basis, denominated in Dollars Borrower from time to time on or following the Restatement Effective Datetime, on any Business Day until during the Maturity Date ofAvailability Period, 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 Committed Borrowing, (ai) the Total Outstandings shall not exceed the lesser of (x) the Aggregate Commitments Commitments, and (y) subject to Section 2.02(h) and (i), the Borrowing Base at such time and (bii) the aggregate Outstanding Amount of the Revolving Credit Committed Loans of any Lender, plus such Lender’s Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share Applicable Percentage 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 other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.05, and reborrow under this Section 2.01(a). (b) The 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent shall have the right, at any time and from time to time after the Restatement Effective Date, in its Permitted Discretion to establish, modify or eliminate Reserves upon five not later than 11:00 a.m. (i) three Business Days prior notice to the Lead requested date of any Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans. Each telephonic notice by the Borrower (during which period the Administrative Agent shall pursuant to this Section 2.02(a) must be available to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such Reserve no longer exists in the manner and to the extent reasonably satisfactory confirmed promptly by delivery to the Administrative Agent in its Permitted Discretion); provided that no such prior notice of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be required for changes in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to any Reserves Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (1whether telephonic or written) resulting solely by virtue shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of mathematical calculations Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the amount of Committed Borrowing, conversion or continuation, as the Reserve in accordance with the methodology of calculation previously utilized case may be (such as, but not limited to, rent and Customer Credit Liabilitieswhich shall be a Business Day), (2iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if it would be reasonably likely that a Material Adverse Effect to applicable, the Lenders would occur were such Reserve not changed prior to duration of the expiration of such notice period or (3) during the continuance of any Event of Default; and provided, further, that the Administrative Agent may not implement Reserves Interest Period with respect to 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 Eligible Inventory.47354535_7