Common use of Availability Clause in Contracts

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Swing Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Effective Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Swing Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) the extent that it has, or by after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans held by the Swing Lender (and if the Swing Lender is not also a Revolving Lender, by each of its Affiliates that is a Revolving Lender) would exceed the Revolving Loan may haveCommitment of such Swing Lender (and such Affiliates, Fronting Exposure if any) or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Swing Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 3.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinAgreement, the Swingline Swing Line Lender may, in its sole discretion, shall make Swing Line Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentMaturity Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loanany amount requested, (i) the sum of the aggregate principal amount of all outstanding Revolving Loans would plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Maximum Revolving Loan BalanceCommitted Amount, (yii) if it shall determine with respect to any each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Loan Line Loans shall not exceed such Lender’s Commitment, (which determination shall be conclusive and binding absent manifest erroriii) that it haswith respect to the Swing Line Lender (whether directly or through an Affiliate), or the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans made by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, exceed such ▇▇▇▇▇▇’s Commitment and (iv) the conditions precedent set forth in Section 2.2 have been satisfied or waivedaggregate amount of Swing Line Loans shall not at any time exceed the Swing Line Sublimit. Each Swing Line Loan shall be a Base Rate Loan and must or a SOFR Swing Line Loan. Notwithstanding the foregoing, the Swing Line Lender shall not be repaid as provided hereinunder any obligation to issue a Swing Line Loan if any Lender is at that time a Defaulting Lender, but in any event must be repaid in full on unless the Revolving Termination Date. Within Swing Line Lender has entered into arrangements, including the limits set forth in delivery of Cash Collateral, with the first sentence of this clause Borrower or such Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (iafter giving effect to Section 3.16(c), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant ) with respect to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Defaulting Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase arising from the Swingline Swing Line Loan then proposed to be made and all other Swing Line Loans as to which the Swing Line Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanits sole discretion.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue performance standby letters of credit and, at the Swingline Lender maysole discretion of the Issuing Lender, financial standby letters of credit (the “Letters of Credit”) for the account of the Borrower (or, in its sole discretionthe case of the Existing Letters of Credit, make Loans (each a “Swing Loan”for the account of Fossil Partners) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $50,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Commitment.

Availability. Subject to the terms and conditions of this Agreement and hereof, each applicable Issuing Lender, in reliance upon on the representations and warranties agreements of the Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender mayaccount of the Borrower or, in its sole discretionsubject to Section 3.10, make Loans any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the thirtieth (each a “Swing Loan”30th) available Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanapplicable Issuing Lender; provided, further, that the Swingline no Issuing Lender shall not make issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (yii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iii) be subject to the ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if it (A) any order, judgment or decree of any Governmental Authority or arbitrator shall determine by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any Swing Loan restriction or reserve or capital requirement (for which determination shall be conclusive and binding absent manifest errorsuch Issuing Lender is not otherwise compensated) that it hasnot in effect on the Closing Date, or by any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more Issuing Lender as of the conditions precedent contained Closing Date and that such Issuing Lender in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loangood ▇▇▇▇▇ ▇▇▇▇▇ material to it, the Swingline Lender may but shall not be required to determine that, or take notice whether, (B) the conditions precedent set forth in Section 2.2 have been 6.2 are not satisfied or waived(C) the beneficiary of such Letter of Credit is a Sanctioned Person. Each Swing Loan References herein to “issue” and derivations thereof with respect to Letters of Credit shall be a Base Rate Loan and must be repaid as provided hereinalso include extensions or modifications of any outstanding Letters of Credit, but in any event must be repaid in full on unless the Revolving Termination Datecontext otherwise requires. Within the limits set forth in the first sentence As of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, shall make Loans denominated in Dollars (each each, a “Swing Loan”) available to the Borrower Borrowers under the Revolving Loan Commitments from time to time on any Business Day during the period from after the Closing Date through the Final Availability Revolving Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the sum of (i) the aggregate principal amount of all Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender), (ii) such Swingline Lender’s Letter of Credit Exposure (in its capacity as a Revolving Lender) and (iii) such Swingline Lender’s Swingline Exposure would exceed the Maximum Swingline Lender’s Revolving Loan Balance, Commitment and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from the Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan or a Daily Simple SOFR Loan, as determined by the applicable Borrower, and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit for the Swingline Lender may, in its sole discretion, make Loans account of the Borrowers or any Subsidiary thereof (each a “Swing Loan”including Fortegra Indemnity) available on any Business Day from the Restatement Effective Date through but not including the fifth Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentIssuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the aggregate Revolving Loan BalanceCredit Exposure would exceed the Aggregate Revolving Commitment Amount. Each Letter of Credit shall (i) be denominated in Dollars, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrowers or any Swing Loan of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during no later than the period commencing on the first fifth Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i)Credit Application or as determined by the Issuing Lender. For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and hereby irrevocably derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and unconditionally agrees to, purchase from is continuing at the Swingline time the Issuing Lender a risk participation in must elect to allow such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanextension.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the US Swingline Lender may, in its sole discretion, make Loans denominated in Dollars (each a “US Swing Loan”) available to the US Borrower under the US Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its US Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the US Swingline Lender shall may not make any US Swing Loan (x) to the extent that after giving effect to such US Swing Loan, the aggregate principal amount of all US Revolving Loans would exceed the Maximum US Revolving Loan Balance, Balance and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from US Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any US Swing Loan, the US Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each US Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of US Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Lenders set forth in Section 2.03(e), agrees to issue standby Letters of Credit Parties contained herein, in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time or, subject to time Section 2.03(k), any Subsidiary thereof. Letters of Credit may be issued on any Business Day during the period from the Closing Effective Date through to but not including five (5) Business Days prior to the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentFacility Termination Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline no Issuing Lender shall not make issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans Aggregate Outstanding Credit Exposure would exceed the Maximum Revolving Loan BalanceAggregate Commitment or (b) the L/C Obligations would exceed the L/C Sublimit. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (yii) if expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall determine automatically be released from their participation obligations with respect to any Swing Loan such Letter of Credit from and after the Facility Termination Date), and (which determination iii) unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be conclusive and binding absent manifest errorobligated to issue any Letter of Credit hereunder if (A) that it hasany order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or by any law applicable to such Swing Loan may haveIssuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, Fronting Exposure or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (zfor which such Issuing Lender is not otherwise compensated) during the period commencing not in effect on the first Business Day after it receives notice from Agent Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Required Revolving Lenders Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been 4.02 are not satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid (D) such Issuing Lender does not as provided herein, but in any event must be repaid in full on of the Revolving Termination Date. Within issuance date of the limits set forth requested Letter of Credit issue Letters of Credit in the first sentence requested Foreign Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of this clause (i)Credit shall also include extensions, amounts increases or modifications of Swing Loans repaid may be re-borrowed under this clause (i). For any outstanding Letters of Credit, unless the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in this Article III, agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanapplicable Issuing Lender; provided, further, that the Swingline Lender Issuing Lenders shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount Dollar Equivalent of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan BalanceL/C Commitment, (yb) if it shall determine the Revolving Outstandings would exceed the Revolving Commitment, (c) the Dollar Equivalent of all L/C Obligations with respect to any Swing Loan Letters of Credit denominated in Alternative Currencies would exceed $5,000,000 (which determination shall or such greater amount as may be conclusive and binding absent manifest error) that it hasagreed to by the applicable Issuing Lender), or (d) the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed such Swing Loan may haveIssuing Lender’s Individual L/C Sub-Commitment. Each Letter of Credit shall (i) be denominated in Dollars or an Alternative Currency in a minimum amount of $10,000, Fronting Exposure (or such lesser amount as agreed to by the applicable Issuing Lender), (zii) during be a standby letter of credit issued to support obligations of the period commencing Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) except in accordance with Section 3.1(b) have an expiry on or before the first fifth (5th) Business Day after it receives notice from Agent or prior to the Required Revolving Lenders that one or more of Scheduled Maturity Date and (iv) be subject to the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing LoanUniform Customs and/or ISP98, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the applicable Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. The Issuing Lenders shall not at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause any such Issuing Lender or any L/C Participant with respect to such Letter of Credit to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $500,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a standby letter of credit issued to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more support obligations of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied Borrower or duly waived. In connection with the making any of any Swing Loanits Subsidiaries, the Swingline Lender may but shall not be required to determine thatcontingent or otherwise, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth incurred in the first sentence ordinary course of this clause business, (i), amounts iii) expire on a date no more than twelve (12) months after the date of Swing Loans repaid may be re-borrowed under this clause issuance or last renewal of such Letter of Credit (i). For the avoidance of doubt, Swing Loans, subject to automatic renewal for additional one (1) year periods pursuant to the terms hereofof the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be available on no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretiondiscretion and subject to the limitations in subsection 1.1(b)(v), make Loans in Dollars or Canadian Dollars (each each, a “Swing Loan”) available to the Borrower Borrowers under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan to any Borrower Group (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans of, and Letter of Credit Obligations incurred by, such Borrower Group would exceed the that Borrower Group’s Maximum Revolving Loan BalanceBalance or, in the case of the Camrose Borrowers, if less, the Camrose Sublimit; and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may may, but shall not be required to to, determine that, or take notice whether, whether the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan or a Canadian Index Rate Loan, as applicable, and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the Borrower under account of the Revolving Loan Commitments from time to time Borrowers on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the lesser of the Revolving Credit Commitment or the Borrowing Base. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (yor such lesser amount as agreed to by the Issuing Lender), (ii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the Closing Datelaws of the State of Texas. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and hereby irrevocably and unconditionally agrees toderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, purchase from unless the Swingline Lender a risk participation in such Swing Loan in an amount equal to context otherwise requires. The L/C Commitment shall automatically terminate concurrently with the product termination of such the Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Commitment.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Loan Parties contained herein, the Swingline Swing Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Effective Date through the Final Availability Revolving Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Swing Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the Total Revolving Extensions of Credit outstanding at such time would exceed the Total Revolving Commitments in effect at such time, (y) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans held by the Swing Lender (and if the Swing Lender is not also a Revolving Lender, by each of its Affiliates that is a Revolving Lender) would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by Commitment of such Swing Loan may haveLender (and such Affiliates, Fronting Exposure or if any) and (z) during the period commencing on the first Business Day after it receives notice from Administrative Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 5.2 are not satisfied (which notice shall contain a description of any such condition asserted not to be satisfied) and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Swing Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 5.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate ABR Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (ia), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (ia). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time to time Borrowers or any Subsidiary thereof on any Business Day during the period from the Closing Date through but not including the Final Availability fifth Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitmenttime by the Issuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the aggregate Revolving Loan BalanceCredit Exposure would exceed the Aggregate Revolving Commitment Amount. Each Letter of Credit shall (i) be denominated in Dollars, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrowers or any Swing Loan of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during no later than the period commencing on the first fifth Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i)Credit Application or as determined by the Issuing Lender. For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and hereby irrevocably derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and unconditionally agrees to, purchase from is continuing at the Swingline time the Issuing Lender a risk participation in must elect to allow such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanextension.

Availability. Subject From and including the Closing Date and subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Lenders set forth in ‎Section 2.03(e), agrees to issue standby Letters of Credit Parties contained herein, in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time or, subject to time ‎Section 2.03(k), any Subsidiary thereof. Letters of Credit may be issued on any Business Day during the period from the Closing Date through to but not including five (5) Business Days prior to the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentFacility Termination Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline no Issuing Lender shall not make issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans Aggregate Outstanding Credit Exposure would exceed the Maximum Revolving Loan BalanceAggregate Commitment, (yb) if the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such I▇▇▇▇▇▇ ▇▇▇▇▇▇ would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to Citibank and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall determine automatically be released from their participation obligations with respect to any Swing Loan such Letter of Credit from and after the Facility Termination Date), and (which determination iii) unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be conclusive and binding absent manifest errorobligated to issue any Letter of Credit hereunder if (A) that it hasany order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or by any law applicable to such Swing Loan may haveIssuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, Fronting Exposure or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (zfor which such Issuing Lender is not otherwise compensated) during the period commencing not in effect on the first Business Day after it receives notice from Agent Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Required Revolving Lenders Effective Date and that such Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions precedent contained set forth in Section 2.2 ‎Section 4.03 are not satisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and ending when such conditions are satisfied derivations thereof with respect to Letters of Credit shall also include extensions, increases or duly waived. In connection with the making modifications of any Swing Loanoutstanding Letters of Credit, unless the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Credit Parties contained hereinLenders set forth in Section 3.4(a), the Swingline Issuing Lender mayagrees to issue standby letters of credit (or, if the Issuing Lender so agrees in its sole discretion, make Loans documentary or other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (each a the “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving or any other Loan Commitments from time to time Party on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitmenttime by the Issuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Aggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) be a standby letter of credit issued to support obligations of the Borrower or any other Loan Party, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iv) be subject to ISP98 as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if it (A) any order, judgment or decree of any Governmental Authority or arbitrator shall determine by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any Swing Loan restriction or reserve or capital requirement (for which determination shall be conclusive and binding absent manifest errorthe Issuing Lender is not otherwise compensated) that it hasnot in effect on the Closing Date, or by such Swing Loan may haveany unreimbursed loss, Fronting Exposure cost or (z) during expense that was not applicable, in effect or known to the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more Issuing Lender as of the conditions precedent contained Closing Date and that the Issuing Lender in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loangood ▇▇▇▇▇ ▇▇▇▇▇ material to it, the Swingline Lender may but shall not be required to determine that, or take notice whether, (B) the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein5.2 are not satisfied, but in any event must be repaid in full on (C) the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product issuance of such Revolving Lender’s Commitment Percentage times Letter of Credit would violate one or more policies of the amount Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Swing LoanLetter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to During the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinInitial Period, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount Aggregate Outstandings shall not at any time outstanding not exceed the lesser of the Initial Borrowing Base and the Aggregate Commitment and shall be subject to exceed its Swingline Commitment; provided that the Borrower prepayment in accordance with subsection 2.6(b), and no Loan shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; providedbe made, further, that the Swingline Lender and no Facility L/C shall not make any Swing Loan (x) to the extent that be issued or amended if after giving effect to the incurrence of such Swing LoanLoan or the issuance or amendment of such Facility L/C, the aggregate principal amount of all Revolving Loans Aggregate Outstandings would exceed the Maximum Revolving Loan Balancelesser of the Initial Borrowing Base and the Aggregate Commitment. After the end of the Initial Period and during the Second Period, (y) if it the Aggregate Outstandings shall determine with respect to not at any Swing Loan (which determination time exceed the lesser of the Second Borrowing Base and the Aggregate Commitment and shall be conclusive subject to prepayment in accordance with subsection 2.6(b), and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing no Loan shall be a made and no Facility L/C shall be issued or amended if after giving effect to the incurrence of such Loan or the issuance or amendment of such Facility L/C, the Aggregate Outstandings would exceed the lesser of the Second Borrowing Base Rate Loan and must the Aggregate Commitment. After the end of the Second Period, the Aggregate Outstandings shall not at any time exceed the lesser of the Secured Borrowing Base and the Aggregate Commitment and shall be repaid as provided herein, but subject to prepayment in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (iaccordance with subsection 2.6(b), amounts of Swing Loans repaid may and no Loan shall be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant made and no Facility L/C shall be issued or amended if after giving effect to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product incurrence of such Revolving Lender’s Commitment Percentage times Loan or the amount issuance or amendment of such Swing LoanFacility L/C, the Aggregate Outstandings would exceed the lesser of the Secured Borrowing Base and the Aggregate Commitment.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Lenders set forth in Section 2.03(e), agrees to issue standby Letters of Credit Parties contained herein, in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time or, subject to time Section 2.03(k), any Subsidiary thereof. Letters of Credit may be issued on any Business Day during the period from the Closing Effective Date through to but not including five (5) Business Days prior to the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentFacility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Borrower Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall not use (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the proceeds applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of any Swing Loan issuance or last renewal of such Letter of Credit (subject to refinance any outstanding Swing Loanautomatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date; provided, further, that a Letter of Credit may, upon the Swingline Lender shall not make any Swing Loan request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (x5) Business Days prior to the extent Facility Termination Date (it being understood that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it Lenders shall determine automatically be released from their participation obligations with respect to any Swing Loan such Letter of Credit from and after the Facility Termination Date), and (which determination iii) unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be conclusive and binding absent manifest errorobligated to issue any Letter of Credit hereunder if (A) that it hasany order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or by any law applicable to such Swing Loan may haveIssuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, Fronting Exposure or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (zfor which such Issuing Lender is not otherwise compensated) during the period commencing not in effect on the first Business Day after it receives notice from Agent Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Required Revolving Lenders Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (C) the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied 4.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions, increases or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided hereinmodifications of any outstanding Letters of Credit, but in any event must be repaid in full on unless the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Original Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Restatement Effective Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan, and the Borrower will not request any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Original Revolving Loans would exceed the Maximum Original Revolving Loan Balance, Balance and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Original Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan that bears interest at the interest rate applicable to Original Revolving Loans that are Base Rate Loans and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and so long as the Borrower has delivered to the Agent a loan request, including the certificate referred to in reliance upon the representations and warranties of the §2.4(iii), as if all references in §2.4(iii) to Revolving Credit Parties contained hereinLoans were to Swingline Loans, the Swingline Lender may, in its sole discretion, agrees to make Swingline Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through to, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanTermination Date; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving outstanding Swingline Loans would (after giving effect to any amount requested) at any time, shall not exceed the lesser of (i) the Total Commitment in effect at such time less the sum of (A) all outstanding Revolving Credit Loans at such time (after giving effect to all amounts requested) and (B) the Maximum Revolving Loan BalanceDrawing Amount and, (yC) without double-counting the portion, if it shall determine with respect to any, of any Swing Loan (Letter of Credit which determination shall be conclusive is drawn and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during included in the period commencing on the first Business Day after it receives notice from Agent Revolving Credit Loans or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, (ii) the Swingline Lender Commitment at such time. Swingline Loans hereunder may but be used in anticipation of borrowing Revolving Credit Loans and for other short-term requirements and shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to accordance with the terms hereof, shall . Each Swingline Loan must be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the product Swingline Note. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Cleveland, Ohio time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Cleveland, Ohio time) on such Revolving Lender’s Commitment Percentage times Business Day. In no event shall the amount number of such Swing LoanSwingline Loans outstanding at any time exceed three (3). Subject to §4.9, all Swingline Loans shall bear interest at the Base Rate plus the Applicable Base Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, (yor such lesser amount as agreed to by the Issuing Lender), (ii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the Closing Datelaws of the State of New York. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and hereby irrevocably and unconditionally agrees toderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, purchase from unless the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and (including the amount limitations set forth in reliance upon the representations and warranties Paragraph 2.05), Issuing Bank agrees to issue on behalf of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments Borrowers from time to time on any Business Day during the period from beginning on the Closing Date through and ending on the Final Availability date that is thirty (30) days prior to the Maturity Date in an such Letters of Credit as any Borrower may request under this Subparagraph 2.01(b); provided, however, as follows: (A) The aggregate principal amount available for drawing under all Letters of Credit at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use exceed the proceeds lesser of any Swing Loan (i) the Total Commitment and (ii) the Dollar amount or Dollar Equivalent (as applicable) of One Hundred Twenty-Five Million Dollars ($125,000,000); (B) Each Letter of Credit shall be an irrevocable standby letter of credit or documentary letter of credit in Dollars or an Alternative Currency; (C) Each Letter of Credit shall expire on or prior to refinance any outstanding Swing Loanthe date that is one year after the date of its issuance; provided, furtherhowever, that in no event shall any Letter of Credit expire later than the Swingline Lender date that is thirty (30) days prior to the Maturity Date); (D) Each Letter of Credit shall be in a form reasonably acceptable to Issuing Bank; and (E) The issuing bank shall not make be under any Swing Loan (x) obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purports to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the extent Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Except as otherwise provided herein, Borrowers may request Letters of Credit, cause or allow Letters of Credit to expire and request additional Letters of Credit until the date that is thirty (30) days prior to the Maturity Date. The amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such Swing Loanincreases, the aggregate principal whether or not such maximum stated amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by is in effect at such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loantime.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanapplicable Issuing Lender; provided, further, that the Swingline no Issuing Lender shall not make have any Swing Loan (x) obligation to the extent that issue any Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or the applicable Issuing Lender’s Sublimit or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in a Permitted Currency in a minimum amount to be agreed to by such Issuing Lender, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to such Issuing Lender, (iv) expire on a date no more than 12 months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to such Issuing Lender), which determination date shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during no later than the period commencing on the first fifth Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Maturity Date and (v) unless otherwise agreed upon, be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by such Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal outstanding hereunder. Notwithstanding anything herein to the product contrary, the Issuing Lenders shall have no obligation hereunder to issue any Letter of Credit the proceeds of which would be made available to any Person to fund any activity or business of or with any Sanctioned Person or in any country or territory that, at the time of such Revolving Lender’s Commitment Percentage times funding, is the amount subject of such Swing Loanany Sanctions in any manner that would result in a violation of any Sanctions by any party to this Agreement.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the account of the U.S. Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanapplicable Issuing Lender; provided, further, that the Swingline no Issuing Lender shall not make have any Swing Loan (x) obligation to the extent that issue any Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or the applicable Issuing Lender’s Sublimit (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in a Permitted Currency in a minimum amount to be agreed to by such Issuing Lender, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the U.S. Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to such Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to such Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Maturity Date and (v) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by such Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal outstanding hereunder. Notwithstanding anything herein to the product contrary, the Issuing Lenders shall have no obligation hereunder to issue any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such Revolving Lender’s Commitment Percentage times funding, is the amount subject of such Swing Loanany Sanctions Laws or (ii) in any manner that would result in a violation of any Sanctions Laws by any party to this Agreement.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), the Swingline Issuing Lender mayagrees to issue standby letters of credit (which standby letters of credit, in its sole discretiontogether with the Existing Letters of Credit, make Loans (each a “Swing Loan”constitute Letters of Credit) available to for the account of the Borrower under the Revolving Loan Commitments from time to time or any other Credit Party on any Business Day during the period from the Closing Date through but not including the Final Availability twenty-fifth (25th) day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the twenty-fifth (25th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required day prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. Subject to the terms and conditions of this Agreement Agreement, and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, the Swingline Alternative Currency Lender may, in its sole discretion, agrees to make Alternative Currency Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that as requested by the Borrower shall not use in accordance with the proceeds terms of any Swing Loan to refinance any outstanding Swing LoanSection 2.4; provided, furtherthat, that based upon the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing LoanDollar Amount of all outstanding Loans and L/C Obligations, the aggregate principal amount of all Revolving outstanding Alternative Currency Loans would (after giving effect to any amount requested) shall not exceed the Maximum lesser of (i) the Aggregate Commitment less the sum of the aggregate principal amount of all outstanding Revolving Credit Loans less the sum of all outstanding Swingline Loans and L/C Obligations, and (ii) the Alternative Currency Commitment; provided further that the Alternative Currency Lender will not make an Alternative Currency Loan Balance, from and after the date which is one (y1) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day day after it receives has received written notice from the Administrative Agent or (upon the request of the Required Revolving Lenders Lenders) that one or more of the applicable conditions precedent contained to Extensions of Credit specified in Section 2.2 are 5.3 is not then satisfied and ending when until such conditions are satisfied or duly waived. In connection waived in accordance with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence provisions of this clause Agreement (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For and the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Alternative Currency Lender shall be deemed to, entitled to conclusively rely on any such notice and hereby irrevocably shall have no obligation to independently investigate the accuracy of such notice and unconditionally agrees to, purchase from shall have no liability to the Swingline Lender a risk participation Borrower in respect thereof if such Swing Loan notice proves to be inaccurate). Alternative Currency Loans shall be funded in an amount equal to the product Alternative Currency Amount of such Alternative Currency Loan. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Alternative Currency Loans hereunder until the Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Termination Date.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinAgreement, the Swingline Lender mayLenders agree, in its sole discretionseverally and not jointly, to make Loans (each a “Swing Loan”) available term loan to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not up to exceed its Swingline Commitment; provided that FORTY MILLION AND NO/100 Dollars ($40,000,000.00) according to each Lender's Term Loan Commitment as set forth on Schedule 1 hereto (the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing “Term Loan; provided”), further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest errorfunded as follows: (i) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more $30,000,000 of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Term Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full funded on the Revolving Termination Restatement Date and shall be comprised of (A) $[*] from [*] (representing all of its Term Loan Commitment as of the Restatement Date. Within the limits set forth in the first sentence of this clause (i), amounts (B) $[*] from [*] (representing all of Swing Loans repaid may its Term Loan Commitment as of the Restatement Date) and (C) $[*] from [*] (representing a portion of its Term Loan Commitment as of the Restatement Date) (the “Initial Funding”) and (ii) $[*] of the Term Loan shall be re-borrowed under this clause funded on August 20, 2012 by [*] (irepresenting the remaining portion of its Term Loan Commitment) (such August 20, 2012 funding, the “Subsequent Funding”). For the avoidance of doubt, Swing Loansthe Initial Funding and the Subsequent Funding shall constitute one Term Loan. After repayment, the Term Loan may not be re-borrowed. As of the Restatement Date, $9,729,729.72 of the Existing Term Loan outstanding under the Existing Loan Agreement shall constitute part of the Term Loan funded pursuant to the terms hereofInitial Funding under this Agreement and shall constitute a portion of the Obligations. On the Restatement Date, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender Existing Term Loan shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from assigned by the Swingline Lender a risk participation in such Swing Loan in an amount equal Existing Lenders to the product Lenders hereunder as of such Revolving the Restatement Date in accordance with each Lender’s 's Pro Rata Share and in accordance with (i) Term Loan Commitment Percentage times the amount of such Swing Loanallocations as set forth on Schedule 1 hereto and (ii) Section 12.15.

Availability. (a) Subject to the terms and conditions of set forth in this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinLoan Agreement, the Swingline Lender may, in its sole discretion, hereby agrees to make Loans (each a “Swing Loan”) available to the Borrower under or to any other Person described on Schedule 2.01 hereof as directed by the Revolving Borrower pursuant to this Loan Commitments Agreement, from time to time on any Business Day during the period from the Closing Date through to the Final Availability Date Business Day next preceding the Revolving Credit Termination Date, revolving credit loans (hereinafter each individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans"), in an amount which shall not exceed, in the aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that outstanding, the Borrower shall not use the proceeds of any Swing Revolving Credit Loan to refinance any outstanding Swing LoanSublimit; provided, furtherhowever, that the Swingline Lender at no time shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Credit Loans would outstanding at any time exceed the Maximum Amount of Revolving Credit Loans at such time. The Revolving Credit Loans shall be evidenced by the Revolving Credit Note. The Lender is hereby authorized to record the date and amount of each Revolving Credit Loan Balancemade by the Lender, the date and amount of each payment or prepayment of principal thereof either (y1) if it on the Schedule "A" annexed to and constituting a part of the Revolving Credit Note or (2) by entering such information into the Lender's automated loan tracking system, and any such recordation shall determine constitute prima facie evidence of the accuracy of the information so recorded; provided, however, the failure to make such notation(s) with respect to any Swing Borrowing shall not limit or otherwise affect the obligation of the Borrower to the Lender under this Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent Agreement or the Required Revolving Lenders that one or more Credit Note. If the outstanding amount of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but Revolving Credit Loans shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times exceed the amount of the Revolving Credit Loan Sublimit at any time, such Swing Loanexcess shall be immediately payable to the Lender.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinAgreement, the Swingline Lender may, in its sole discretion, agrees to make Swingline Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments Borrowers from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Date in an Swingline Termination Date; provided, that the aggregate principal amount at of all outstanding Swingline Loans (after giving effect to any time amount requested and the payment or prepayment of outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use Revolving Credit Loans or unreimbursed draws on Letters of Credit with the proceeds of such borrowing) at any Swing Loan time, shall not exceed the lesser of (x) the Total Revolving Credit Commitment in effect at such time less the sum of (A) all outstanding Revolving Credit Loans at such time, (B) the aggregate Stated Amount of Letters of Credit outstanding at such time, and (C) the aggregate amount of all unreimbursed draws under outstanding Letters of Credit at such time, and (y) the Swingline Commitment at such time, and provided further that after the Swingline Lender has received written notice from any Bank that a Default or Event of Default has occurred and stating that no new Swingline Loans are to refinance any outstanding Swing Loan; providedbe made during the continuance of such Default or Event of Default, further, that the Swingline Lender shall not make any Swing Loan Swingline Loans until such Default or Event of Default has been cured or waived in accordance with the provisions of this Agreement. Swingline Loans hereunder may be used in anticipation of borrowing Revolving Credit Loans and for other short-term requirements and may be requested for a period of up to seven (x7) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination days and shall be conclusive repaid and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to reborrowed in accordance with the terms hereof, shall . Each Swingline Loan must be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in for an amount equal to at least $250,000. The Swingline Lender shall initiate the product transfer of funds representing the Swingline Loan to the Borrowers by 4:00 p.m. on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrowers no later than 3:00 p.m. on such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanBusiness Day.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of set forth in this Agreement and the Credit Parties contained hereinother Loan Documents, the Swingline Lender mayagrees to make (a) US Swingline Loans to the US Borrower and (b) Canadian Swingline Loans to the Canadian Borrower, in its sole discretioneach case, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanRevolving Credit Maturity Date; provided, further, that the Swingline Lender shall not make any Swing Loan (xi) to the extent that after giving effect to such Swing Loanany amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment, (ii) the aggregate principal amount of all Revolving outstanding Swingline Loans would (after giving effect to any amount requested), shall not exceed the Maximum Revolving Loan Balance, Swingline Commitment and (yiii) if it shall determine with respect the aggregate principal amount of all outstanding Canadian Swingline Loans (after giving effect to any Swing Loan (which determination amount requested) shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during not exceed the period commencing on Canadian Swingline Sublimit. Notwithstanding any provision herein to the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loancontrary, the Swingline Lender and any Borrower may but agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between such Borrower and the Swingline Lender (the “Sweep Arrangement”). Principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall not be required paid pursuant to determine thatthe terms and conditions agreed to between the applicable Borrower and the Swingline Lender (without any deduction, setoff or take notice whether, the conditions precedent counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.2 have been satisfied 2.3 and any other provision hereof with respect to the timing or waivedamount of payments on the Swingline Loans (other than Section 2.4(a)) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Each Swing Loan Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Swingline Loans shall be a Base Rate Loan and must be repaid as provided hereinpaid in full, but in any event must be repaid in full together with accrued interest thereon, on the Revolving Termination Credit Maturity Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms conditions set forth in Clauses 3.01 and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein------------ 3.02 hereof, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time may request one or more Disbursements on any Business Banking Day during the Availability Period by delivering to the Facility Agent and EXIM a Notice of Drawing no later than 12:00 noon (New York City time) at least three (3) Banking Days (or such shorter period from to which the Closing Facility Agent and EXIM may agree) in advance of the proposed Borrowing Date. The Notice of Drawing shall specify (a) the Borrowing Date through (which shall be a Banking Day) in respect of the Final Availability Date Disbursement or Disbursements, as relevant, (b) subject to Clause 2.01, the amount of the proposed Disbursement or Disbursements, as relevant and (c) if such Disbursement initially will bear interest at the Floating Rate, the duration of the initial Interest Period in respect of such Disbursement which duration shall be a period of one (1) day, one (1) week or one (1), three (3) or six (6) months in any case as may be agreed by the Facility Agent and the Borrower, provided, however, if the Facility Agent and the Borrower cannot agree on the duration of an aggregate principal amount at any time outstanding Interest Period, the duration shall be one (1) month. At least three (3) Banking Days (or such shorter period to which the Facility Agent may agree) prior to the end of each Interest Period, the Borrower shall notify the Lender of the duration which it has selected for the next succeeding Interest Period. Subject to the provisions of the definition of "Interest Period," such duration shall be one (1) day, one (1) week or one (1), three (3) or six (6) months as may be agreed between the Facility Agent and the Borrower, provided, however, if the Facility Agent and the Borrower cannot to exceed its Swingline Commitment; provided agree on the duration of an Interest Period, the duration shall be one (1) month. In the event that the Borrower shall not use fails to select the proceeds duration of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that an Interest Period in accordance with the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loanprovisions of this Clause 2.03, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from to have selected an Interest Period with a duration of one (1) month unless the Swingline Lender existing Interest Period has a risk participation duration of one (1) week or one (1) day in such Swing Loan in which case the Borrower shall be deemed to have selected an amount equal to the product Interest Period with a duration of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanone (1) day.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”a) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not MSD will only be required to determine thatpay IRRS in respect of a Property that is Available. (b) A Property will only be Available if it meets the following availability requirements and it is not otherwise deemed, in accordance with clause 11.1(c) or any other express provision in this Agreement, to be an Unavailable Untenanted Property or an Unavailable Tenanted Property: (i) subject to clause, 11.1(d), the Property is maintained in accordance with the Property Management Requirements in Part 2 (Overall requirements) (with “all requirements set out in this Schedule 6” being read for the purpose of this provision as a reference to “all requirements elsewhere in Part 2 and Part 3 of Schedule 6”) and Part 3 (Property CORs) of Schedule 6 (Property Management Requirements) and, where the Property does not comply with any such Property Management Requirements at any time, such non-compliance is Permanently Rectified within the Required Rectification Period; (ii) the Provider is in compliance with the Availability Requirements that are listed in the tables in paragraph 4 (Tenancy Management Availability Requirements) of Schedule 13 (Helpdesk and Availability Requirements) in respect of the Property, or take notice whetherthe Property is currently deemed to meet this Availability Requirement in accordance with paragraph 2.1(c)(iv)(A) (Initial Shortlist) or paragraph 3.1(e) (Refreshed Shortlist) of Annexure 2 (Tenanting Vacant Properties process) to Schedule 7 (Tenancy Management Requirements); and (iii) the Provider is in compliance with clause 10.1 (Availability and exclusive use) in respect of the Property, (Availability Requirements). (c) For the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence purpose of this clause (i11.1(b), amounts of Swing Loans repaid may any Property that is being used as a Short-Term Private Rental, is deemed for payment purposes to be rean Unavailable Tenanted Property during the Short-borrowed under this clause (i). For Term Rental Period but, for the avoidance of doubt, Swing Loanswill not be considered to be Unavailable for Maintenance Reasons or Unavailable for Other Reasons during the Short-Term Rental Period. (d) For the purpose of clause 11.1(b)(i), pursuant where a Property is Vacant during the Re-Let Period, the Property will still be considered to be Available even if does not meet the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation requirement set out in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanclause 11.1(b)(i).

Availability. Subject (a) S▇▇▇▇▇▇▇ agrees to make Advances to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date Company in an aggregate principal amount at any one time outstanding not to exceed its Swingline Commitment; provided the Maximum Availability Amount. Each Borrowing shall be made by an irrevocable duly executed Borrowing Notice delivered to S▇▇▇▇▇▇▇ (which notice must be received by S▇▇▇▇▇▇▇ no later than 10:00 a.m. (Tampa time) on the fifth (5th) Business Day prior to the date that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day. At S▇▇▇▇▇▇▇’▇ election, in lieu of delivering the above-described Borrowing Notice, any Authorized Person may give S▇▇▇▇▇▇▇ telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed with a Borrowing Notice within 24 hours of the giving of such notice and the failure to provide such Borrowing Notice shall not affect the validity of the request. (b) After receipt of a request for a Borrowing pursuant to Section 2.2(a), S▇▇▇▇▇▇▇ shall, by not later than 3:00 p.m. (Tampa time) on the applicable Funding Date, make available to Borrower by transferring immediately available funds equal to such requested Borrowing to the Designated Accounts designated by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanfor such purpose; provided, furtherhowever, that the Swingline Lender S▇▇▇▇▇▇▇ shall not have no obligation to make any Swing Loan Advance if S▇▇▇▇▇▇▇ shall have actual knowledge that (x1) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the applicable conditions precedent set forth in Section 2.2 have 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been satisfied waived, or waived(2) the requested Borrowing would exceed the Maximum Availability Amount on such Funding Date. Each Swing Loan If at any time S▇▇▇▇▇▇▇ fails to make available to Borrower on an Applicable Funding Date an Advance in accordance with the provisions of this Section 2.2(b), the Company shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant permitted to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times borrow the amount of such Swing Loanthe Advance from the Other Lenders.

Availability. Subject to the terms -------------------- ------------ and conditions of set forth in this Agreement Agreement, each Lender hereby severally and not jointly agrees to make revolving loans, in reliance upon the representations and warranties of the Credit Parties contained hereinDollars (each individually, an "Acquisition Facility Revolving Loan" and, collectively, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”"Acquisition Facility Revolving Loans") available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Acquisition Facility Closing Date through to the Final Availability Date Business Day next preceding the Acquisition Facility Revolving Termination Date, in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that such Lender's Pro Rata Share of the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanAcquisition Facility Availability at such time; provided, furtherhowever, that no Acquisition -------- Facility Revolving Loans shall be made until the Swingline Term Loans have been repaid in full. All Acquisition Facility Revolving Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall not be responsible for any failure by any other Lender to perform its obligation to make an Acquisition Facility Revolving Loan hereunder nor shall the Acquisition Facility Commitment of any Swing Loan (x) Lender be increased or decreased as a result of any such failure. Subject to the extent that after giving effect to such Swing Loanprovisions of this Agreement, the aggregate principal amount of all Revolving Loans would exceed the Maximum Borrower may repay any outstanding Acquisition Facility Revolving Loan Balance, (y) if it shall determine with respect to on any Swing Loan (day which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first is a Business Day after it receives notice from Agent or and any amounts so repaid may be reborrowed, up to the Required Revolving Lenders that one or more amount available under this Section 2.3(a) at the time of such Borrowing, until the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with Business -------------- Day next preceding the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Acquisition Facility Revolving Termination Date. Within the limits set forth in the first sentence Each requested Borrowing of this clause Acquisition Facility Revolving Loans funded on any Funding Date for Acquisition Facility Revolving Loans shall be (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing ) if Reference Rate Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of in a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the principal amount of such Swing Loanat least $500,000 and in integral multiples of $250,000 in excess of that amount and (ii) if Eurodollar Rate Loans, in a principal amount of at least $1,000,000 and in integral multiples of $500,000 in excess of that amount.

Availability. (a) Subject to the terms terms, conditions and conditions of ------------ provisions set forth in this Loan Agreement and in reliance upon the representations provided no Event of Default or Potential Event of Default shall have occurred and warranties of the Credit Parties contained hereinbe continuing, the Swingline Lender may, in its sole discretion, hereby agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date up through and including the Final Availability Date Business Day next preceding the Revolving Credit Termination Date, revolving credit loans (hereinafter each individually referred to as a "Revolving Credit Loan" and collectively referred to as the "Revolving Credit Loans") in an amounts which shall not exceed, in the aggregate principal amount for all Revolving Credit Loans at any time outstanding not outstanding, the Commitment. The Revolving Credit Loans shall be evidenced by the Revolving Credit Loan Note. The Lender is hereby authorized to exceed its Swingline Commitment; provided that record the date and amount of each Revolving Credit Loan made by the Lender and the date and amount of each payment or prepayment of principal thereof made by the Borrower on the Schedule "1" annexed to and constituting a part of the Revolving ------------ Credit Loan Note, and any such recordation shall not use constitute prima facie evidence of the proceeds accuracy of the information so recorded. If the outstanding amount of the Revolving Credit Loans shall exceed the amount of the Revolving Credit Facility at any Swing Loan to refinance any outstanding Swing Loan; providedtime, further, that the Swingline Lender such excess shall not make any Swing Loan (x) be immediately due and payable to the extent that after giving effect Lender and subject to the terms, conditions and provisions of this Loan Agreement. (b) Revolving Credit Loans may be voluntarily prepaid pursuant to Section 2.04 hereof and, subject to the provisions of this Loan Agreement, any ------------ amounts so prepaid may be reborrowed, up to the amount available under this Section 2.01(i) at the time of such Swing LoanBorrowing, until the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or next --------------- preceding the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied Credit Termination Date. The Lender's commitment to make Revolving Credit Loans shall automatically expire, and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but each Revolving Credit Loan then outstanding shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on by the Borrower, no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinAgreement, the Swingline Swing Line Lender may, in its sole discretion, shall make Swing Line Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentMaturity Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loanany amount requested, (i) the sum of the aggregate principal amount of all outstanding Revolving Loans would plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Maximum Revolving Loan BalanceCommitted Amount, (yii) if it shall determine with respect to any each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Loan Line Loans shall not exceed such Lender’s Commitment, (which determination shall be conclusive and binding absent manifest erroriii) that it haswith respect to the Swing Line Lender (whether directly or through an Affiliate), or the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans made by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine thatexceed such Lender’s Commitment, or take notice whether, and (iv) the conditions precedent set forth in Section 2.2 have been satisfied or waivedaggregate amount of Swing Line Loans shall not at any time exceed the Swing Line Sublimit. Each Swing Line Loan shall be a Base Rate Loan and must or a SOFR Swing Line Loan. Notwithstanding the foregoing, the Swing Line Lender shall not be repaid as provided hereinunder any obligation to issue a Swing Line Loan if any Lender is at that time a Defaulting Lender, but in any event must be repaid in full on unless the Revolving Termination Date. Within Swing Line Lender has entered into arrangements, including the limits set forth in delivery of Cash Collateral, with the first sentence of this clause Borrower or such Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (iafter giving effect to Section 3.16(c), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant ) with respect to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Defaulting Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase arising from the Swingline Swing Line Loan then proposed to be made and all other Swing Line Loans as to which the Swing Line Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanits sole discretion.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to denominated in Dollars or one or more Alternative Currencies for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan BalanceL/C Commitment, (yb) if it the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Alternative Currency Outstandings would exceed the Alternative Currency Sublimit. Each Letter of Credit shall determine with respect (i) be denominated in a Permitted Currency in a minimum amount to be agreed to by the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (v) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the Closing Datelaws of the State of New York. Immediately upon the making of a Swing Loan, each Revolving No Issuing Lender shall at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and hereby irrevocably and unconditionally agrees toderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, purchase from unless the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.context otherwise requires

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans loans (each a “Swing Loan”) available to the Borrower Borrowers under the Revolving Loan Commitments Swingline Commitment from time to time on any Business Day during the period from the Closing Date through the Final Availability Date end of the Revolving Loan Commitment Period in an aggregate principal amount at any time outstanding not to exceed its the Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of the Swing Loan and all Revolving Loans Loans, Letter of Credit Obligations and any unreimbursed L/C Reimbursement Obligations that have not been converted to a Revolving Loan would exceed the Maximum Revolving Loan Balance, Borrowing Base Amount and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Administrative Agent or the Required Revolving Lenders that one or more of the conditions precedent contained set forth in Section 2.2 are 4.02 have not satisfied and ending when such conditions are FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 52 been satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 4.02 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the last day of the Revolving Termination DateLoan Commitment Period. Within the limits set forth in the first sentence of this clause (ia), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (ia). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Swing Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Restatement Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Swing Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, Balance (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) the extent that it has, or by after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans held by the Swing Lender (and if the Swing Lender is not also a Revolving Lender, by each of its Affiliates that is a Revolving Lender) would exceed the Revolving Loan may haveCommitment of such Swing Lender (and such Affiliates, Fronting Exposure or if any) and (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Swing Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 3.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, and the Borrower has delivered to the Agent a loan request in reliance upon the representations and warranties form of the Credit Parties contained hereinExhibit B hereto, the Swingline Lender may, in its sole discretion, agrees to make Swingline Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through to, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanTermination Date; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving outstanding Swingline Loans would (after giving effect to any amount requested) at any time, shall not exceed the Maximum lesser of (i) the Total Commitment in effect at such time less the sum of (A) all outstanding Revolving Loan BalanceCredit Loans at such time (after giving effect to all amounts requested), (yB) the Maximum Drawing Amount and, without double-counting the portion, if it shall determine with respect to any, of any Swing Loan (Letter of Credit which determination shall be conclusive is drawn and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during included in the period commencing on the first Business Day after it receives notice from Agent Revolving Credit Loans or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and ending when (C) all outstanding Bid Rate Loans at such conditions are satisfied or duly waived. In connection with the making of any Swing Loantime, and (ii) the Swingline Lender Commitment at such time. Swingline Loans hereunder may but be used in anticipation of borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to accordance with the terms hereof, shall . Each Swingline Loan must be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the product Swingline Note. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Boston time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Boston time) on such Revolving Lender’s Commitment Percentage times Business Day. In no event shall the amount number of such Swing LoanSwingline Loans outstanding at any time exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time or, subject to time Section 3.10, any Subsidiary thereof on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitmenttime by the applicable Issuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline no Issuing Lender shall not make issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan BalanceL/C Sublimit or (b) the Outstandings would exceed the Commitments. For purposes of determining the L/C Obligations pursuant to the foregoing sentence, all Letters of Credit issued in Alternative Currencies shall be valued at the Dollar Equivalent of such Letter of Credit on the date of issuance thereof. Each Letter of Credit shall: (i) be denominated in Dollars or an Alternative Currency, (ii) be a standby letter of credit issued to support obligations of the Borrower or, subject to Section 3.10, any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on the earlier of (A) twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to (x) such longer expiration dates as may be agreed to by the applicable Issuing Lender so long as the Borrower complies with clause (B) below and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that automatic renewal for additional one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, year periods pursuant to the terms hereofof the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender) and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, unless the Borrower shall be available on have granted to the Closing Date. Immediately upon Administrative Agent, for the making benefit of a Swing Loanthe applicable Issuing Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan Cash Collateral in an amount equal to 103% of the product L/C Obligations of such Letter of Credit not later than five (5) Business Days prior to the Revolving Lender’s Commitment Percentage times Credit Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Revolving Credit Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Revolving Credit Maturity Date and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Revolving Credit Maturity Date in an amount equal to 103% of the L/C Obligations of such Swing LoanLetter of Credit, and the Lenders shall make a Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be held by the Administrative Agent, for the benefit of the applicable Issuing Lender, as security for the payment of the Borrower’s obligations to reimburse such Issuing Lender for amounts drawn on such Letter of Credit; and (iv) be subject to the ISP, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect as of the Closing Date and that such Issuing Lender in good fai▇▇ ▇▇▇▇▇ ▇▇terial to it, (B) the conditions set forth in Section 6.2 are not satisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject The conditions referred to in Clause 4.1 are that: (a) in the terms and conditions case of this Agreement and an Advance under the Long-Term Revolving Facility; (i) the Drawdown Date of such Advance shall be a Business Day during the Availability Period for the Long-Term Revolving Facility; (ii) the Drawdown Date in reliance upon the representations and warranties respect of the Credit Parties contained herein, first such Advance shall not be later than 31 December 2006 (and such Advance shall (inter alia) be applied in fully refinancing the Swingline Existing Indebtedness secured on the Existing Ships) and a failure by the Borrower to satisfy this condition shall result in the Commitments and all other obligations of each Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under this Agreement being automatically terminated on 31 December 2006; and (iii) when such Advance is aggregated with all other then outstanding Advances under the Long-Term Revolving Loan Commitments from time to time Facility (including, without limitation, any Advances initially made under the Short-Term Revolving Facility), the aggregate amount of such Advances does not exceed the lesser of (A) the Long-Term Revolving Facility Limit and (B) the Relevant Percentage of the aggregate Market Values of the Mortgaged Ships; (b) in the case of an Advance under the Short-Term Revolving Facility: (i) on the Drawdown Date of any Advance under the Short-Term Revolving Facility, the Long-Term Revolving Facility Limit will have been fully drawn; (ii) the Drawdown Date of such Advance shall be a Business Day during the period from Availability Period relative to the Closing Short-Term Revolving Facility; (iii) when such Advance is aggregated with all other then outstanding Advances under the Long-Term Revolving Facility (including, without limitation, any Advances initially made under the Short-Term Revolving Facility), the Advances do not exceed the lesser of (A) the Total Commitments and (B) the Relevant Percentage of the aggregate Market Value of the Mortgaged Ships; (iv) on the Drawdown Date through of such Advance (and immediately following the Final Availability Date drawdown thereof), the Advance will be consolidated into the Long-Term Revolving Facility and the Short-Term Revolving Facility Limit shall be permanently reduced by the amount of the Advance (and the Long-Term Revolving Facility Limit will be increased by the same amount); (c) each Advance shall be drawn down in an aggregate principal amount of at least $5,000,000 or a higher integral multiple of $1,000,000; and (d) if any time outstanding not to exceed its Swingline Commitment; provided that part of the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) Total Commitments relating to the extent that after giving effect to such Swing LoanShort-Term Revolving Facility or the Long-Term Revolving Facility have not been borrowed before the end of the Availability Period applicable thereto, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it Total Commitments shall determine with respect to any Swing Loan (which determination shall on that date be conclusive and binding absent manifest error) that it has, or permanently cancelled by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.undrawn amount,

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the other Revolving Credit Parties contained hereinLenders set forth in Section 3.1(c), agrees to issue standby letters of credit (such letters of credit, collectively with the Existing Letters of Credit, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available for the account of the Parent Borrower on any Business Day from the Original Closing Date to but not including the fifth (5th) Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentIssuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make any Swing Loan (x) have no obligation to the extent that issue such Letter of Credit if after giving effect to such Swing Loan, issuance (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 or such other amount agreed to by the Administrative Agent and the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the Letter of Credit Expiration Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. (i) The Issuing Lender shall not issue any Letter of Credit if: (A) Subject to Section 3.1(c)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the Issuing Lender have approved such expiry date or (y) such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory to the Issuing Lender. (ii) The Issuing Lender 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 Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial stated amount less than $100,000; (D) the Letter of Credit is to be denominated in a currency other than Dollars; (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Parent Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.14(a)(iv) with respect to the 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 Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder, other than the $7,500,000 letter of credit agreement with ▇▇▇▇▇ Fargo Bank, N.A., with a maturity date of December 31, 2017. (iii) The Issuing Lender shall not amend any Letter of Credit if it the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall determine be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (v) The Issuing Lender shall act on behalf of the Revolving Credit Lenders with respect to any Swing Loan (which determination Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more have all of the conditions precedent contained benefits and immunities (A) provided to the Administrative Agent in Section 2.2 are not satisfied and ending when such conditions are satisfied Article XIII with respect to any acts taken or duly waived. In omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Loan Documents pertaining to such Letters of Credit as fully as if the making of any Swing Loanterm “Administrative Agent” as used in Article XIII included the Issuing Lender with respect to such acts or omissions, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid (B) as additionally provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant herein with respect to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Issuing Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time or any Subsidiary thereof on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitmenttime by the Issuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure L/C Commitment or (zb) during the period commencing Outstandings would exceed the Commitments. Each Letter of Credit shall (i) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business; (ii) expire on the first Business Day earlier of (A) twelve (12) months after it receives notice from Agent or the Required Revolving Lenders that date of issuance of such Letter of Credit (subject to automatic renewal for additional one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, year periods pursuant to the terms hereofof the Letter of Credit Application or other documentation accepted to the Issuing Lender) and (B) the fifth (5th) Business Day prior to the Maturity Date, unless the Borrower shall be available on have granted to the Closing Date. Immediately upon Administrative Agent, for the making benefit of a Swing Loanthe Issuing Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan Cash Collateral in an amount equal to 103% of the product L/C Obligations of such Revolving Lender’s Commitment Percentage times Letter of Credit not later than five (5) Business Days prior to the Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Maturity Date and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (5th) Business Day prior to the Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Maturity Date in an amount equal to 103% of the L/C Obligations of such Swing LoanLetter of Credit, and the Lenders shall make a Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be held by the Administrative Agent, for the benefit of the Issuing Lender, as security for the payment of the Borrower’s obligations to reimburse the Issuing Bank for amounts drawn on such Letter of Credit; and (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinL/C Participants set forth in Section 3.4(a), the Swingline Lender may, in its sole discretion, make Loans agrees to issue standby letters of credit (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use Issuing Lender and the proceeds of any Swing Loan to refinance any outstanding Swing LoanAdministrative Agent; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue, and the L/C Participants shall have no obligation to participate in, any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of all outstanding Revolving Loans Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Maximum Revolving Loan BalanceCredit Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (A) be in a minimum amount of $25,000 unless otherwise agreed to by the Issuing Lender, (yB) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which determination date shall be conclusive no later than the earlier of (1) one (1) year after the date of its issuance (but any Letter of Credit issued hereunder may, by its terms and binding absent manifest errorconsistent with the terms hereof, be renewable annually with the consent of the Issuing Lender), and (2) that it has, or by such Swing Loan may have, Fronting Exposure or the fifth (z5th) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (D) be subject to the limits ISP98 and/or, to the extent applicable, Uniform Customs, as set forth in the first sentence of this clause (i)Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the laws of the State of New York. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be deemed toobligated to issue, and hereby irrevocably the L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and unconditionally agrees toderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, purchase from unless the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Lenders set forth in Section 2.03(e), agrees to issue standby Letters of Credit Parties contained herein, in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time or, subject to time Section 2.03(k), any Subsidiary thereof. Letters of Credit may be issued on any Business Day during the period from the Closing Effective Date through to but not including five (5) Business Days prior to the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentFacility Termination Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline no Issuing Lender shall not make issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans Aggregate Outstanding Credit Exposure would exceed the Maximum Revolving Loan BalanceAggregate Commitment, (yb) if the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall determine automatically be released from their participation obligations with respect to any Swing Loan such Letter of Credit from and after the Facility Termination Date), and (which determination iii) unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be conclusive and binding absent manifest errorobligated to issue any Letter of Credit hereunder if (A) that it hasany order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or by any law applicable to such Swing Loan may haveIssuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, Fronting Exposure or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (zfor which such Issuing Lender is not otherwise compensated) during the period commencing not in effect on the first Business Day after it receives notice from Agent Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Required Revolving Lenders Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (C) the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied 4.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions, increases or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided hereinmodifications of any outstanding Letters of Credit, but in any event must be repaid in full on unless the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of set forth in this Agreement Agreement, (i) each Lender hereby severally and in reliance upon the representations and warranties of the Credit Parties contained hereinnot jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the Swingline Lender may“Committed Loans”), in its sole discretionDollars, make Loans (each a “Swing Loan”) available to the Borrower under or the Revolving Loan Commitments applicable Qualified Borrower from time to time on any Business Day during the period from Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the Closing Date through Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the Final Availability Date foregoing, as to Lenders with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto) reports a London Interbank Offered Rate for the Alternative Currency relating to the applicable Interest Period), in an aggregate principal amount at any time outstanding Dollar Equivalent Amount not to exceed such Lender’s Alternative Currency Commitment. All Committed Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its Swingline Commitment; provided that obligation to make a Committed Loan hereunder nor shall the Revolving Credit Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this Agreement, the Borrower shall not use the proceeds of any Swing Loan to refinance or applicable Qualified Borrower may repay any outstanding Swing LoanCommitted Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, furtherhowever, that if the Swingline Lender Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall not make any Swing Loan (x) to be for the extent that after giving effect to such Swing Loan, the aggregate principal total amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Availability.

Availability. (i) Subject to the terms and conditions of the Original Agreement, Lenders, severally and not jointly, loaned to Borrower term loans according to each Original Lender’s Term Loan Commitment (as defined in the Original Agreement) (such term loans referred to each individually as an “Original Agreement Term Loan” and collectively as “Original Agreement Term Loans”), of which the aggregate amount of Seven Million Two Hundred Dollars ($7,200,000.00) remains outstanding as of the Effective Date. The Original Agreement Term Loans shall, from and after the Effective Date, be governed by the terms and provisions of this Agreement. After repayment, no Original Agreement Term Loan may be re-borrowed. (ii) Subject to the terms and conditions of this Agreement Agreement, Lenders agree, severally and not jointly, to lend to Borrower on the Effective Date, or as soon thereafter as practical, term loans as follows: (A) SVB shall make a term loan to Borrower in reliance upon the representations and warranties amount of Thirteen Million Two Hundred Twenty-Five Thousand Dollars ($13,225,000.00) (the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing SVB Term Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use ), the proceeds of any Swing Loan which will partially be used to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) repay all Obligations owing from Borrower to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with SVB in respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with Original Agreement Term Loans made by SVB under the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan Original Agreement in an amount equal to the product unpaid principal balance of such Revolving Lender’s Commitment Percentage times Original Agreement Term Loans which remains outstanding as of the Effective Date. Upon receipt by SVB of the proceeds of the SVB New Money Term Loan, the Secured Promissory Note evidencing the Original Agreement Term Loans made by SVB under the Original Agreement shall be cancelled, null and void and of no further effect; (B) The Secured Promissory Note evidencing the Original Agreement Term Loans made by Oxford under the Original Agreement, such Original Agreement Term Loans in the aggregate principal amount of Nine Million Dollars ($9,000,000.00), shall be amended and restated to evidence the remaining principal amount outstanding under such Secured Promissory Note as of the Effective Date, as follows: the Secured Promissory Note in the original principal face amount of Nine Million Dollars ($9,000,000.00) dated October 30, 2015 shall be replaced with an amended and restated Secured Promissory Note in the principal face amount of Three Million Six Hundred Thousand Dollars ($3,600,000.00) (the “Oxford Original Term Loan”); and (C) Oxford shall make a term loan to Borrower in the amount of such Swing Nine Million Six Hundred Twenty-Five Thousand Dollars ($9,625,000.00) (the “Oxford New Money Term Loan” and together with the Oxford Original Term Loan, collectively, the “Oxford Term Loan”; the Oxford Term Loan, together with the SVB Term Loan, each a “Term Loan” and collectively, the “Term Loans”). (D) After repayment, no Term Loan may be re-borrowed

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower Borrowers under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Aggregate Revolving Loans Exposure would exceed the Maximum Revolving Loan BalanceBorrowing Availability, (y) if it shall determine with respect to the Revolving Exposure of any Swing Lender (other than the Lender acting as the Swingline Lender) would exceed such Lender's Revolving Loan (which determination shall be conclusive Commitment and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinAgreement, the Swingline Swing Line Lender may, in its sole discretion, shall make Swing Line Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentMaturity Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loanany amount requested, (i) the sum of the aggregate principal amount of all outstanding Revolving Loans would plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of Swing Line Loans shall not exceed the Maximum Revolving Loan BalanceCommitted Amount, (yii) if it shall determine with respect to any each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Loan Line Loans shall not exceed such Lender’s Commitment, (which determination shall be conclusive and binding absent manifest erroriii) that it haswith respect to the Swing Line Lender (whether directly or through an Affiliate), or the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans made by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine thatexceed such ▇▇▇▇▇▇’s Commitment, or take notice whether, and (iv) the conditions precedent set forth in Section 2.2 have been satisfied or waivedaggregate amount of Swing Line Loans shall not at any time exceed the Swing Line Sublimit. Each Swing Line Loan shall be a Base Rate Loan and must or a SOFR Swing Line Loan. Notwithstanding the foregoing, the Swing Line Lender shall not be repaid as provided hereinunder any obligation to issue a Swing Line Loan if any Lender is at that time a Defaulting Lender, but in any event must be repaid in full on unless the Revolving Termination Date. Within Swing Line Lender has entered into arrangements, including the limits set forth in delivery of Cash Collateral, with the first sentence of this clause Borrower or such Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure (iafter giving effect to Section 3.16(c), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant ) with respect to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Defaulting Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase arising from the Swingline Swing Line Loan then proposed to be made and all other Swing Line Loans as to which the Swing Line Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanits sole discretion.

Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. Notwithstanding anything to the contrary contained in this Section 2.1.1(a), Advances may be made in excess of the Availability Amount (but not in excess of the Revolving Line then in effect) (such Advances referred to herein as “Nonformula Advances”) subject to the following terms and conditions: (i) such Nonformula Advances may be made solely during the last five (5) Business Days of any fiscal month or quarter, as the case may be, commencing with the month ending December 31, 2010; (ii) prior to any Nonformula Advance, the Borrower must provide (A) evidence satisfactory to Bank that it is in pro forma compliance in all respects with the financial covenants set forth in Section 6.7(a) of this Agreement and (B) a duly completed and executed Payment/Advance Form which requests such Nonformula Advance and directs the repayment of such Nonformula Advance within the time frame provided in reliance upon the representations and warranties of the Credit Parties contained clause (iv) herein, (iii) on the Swingline Lender mayday of such Nonformula Advance, in its sole discretionbut no later than five (5) Business Days thereafter, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitmentmust provide a duly completed Borrowing Base Report, Deferred Revenue Report and a duly completed and executed Borrowing Base Certificate; provided provided, however, that the Borrower shall not use be required to deliver the proceeds of documentation required pursuant to this clause (iii) if the Borrower has repaid such Nonformula Advance within the time frame provided in clause (iv) herein; and (iv) the Borrower shall repay any Swing Loan to refinance any outstanding Swing Loan; provided, further, and all Nonformula Advances on or before the fifth (5th) Business Day after the applicable fiscal month or quarter end. In the event that the Swingline Lender Borrower shall not make any Swing Loan (x) fail to repay the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balanceany Nonformula Advance as provided in this Section 2.1.1(a)(iii), (y) if it shall determine with respect to any Swing Loan (which determination such Advance shall be conclusive deemed an Advance that is not a Nonformula Advance and binding absent manifest error) that it hasshall be subject to the terms and conditions of this Agreement, or by such Swing Loan may haveincluding, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loanwithout limitation, the Swingline Lender may but shall not be required to determine that, or take notice whether, Availability Amount and the conditions precedent provisions set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan2.2.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Swing Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Swing Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) the extent that it has, or by after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans held by the Swing Lender (and if the Swing Lender is not also a Revolving Lender, by each of its Affiliates that is a Revolving Lender) would exceed the Revolving Loan may haveCommitment of such Swing Lender (and such Affiliates, Fronting Exposure if any) or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Swing Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 3.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (iSection 2.1(d)(i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (iSection 2.1(d)(i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Swing Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Swing Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) the extent that it has, or by after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans held by the Swing Lender (and if the Swing Lender is not also a Revolving Lender, by each of its Affiliates that is a Revolving Lender) would exceed the Revolving Loan may haveCommitment of such Swing Lender (and such Affiliates, Fronting Exposure if any) or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 3.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Swing Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 3.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject (a) Stone agrees to make Advances to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date Company in an aggregate principal amount at any one time outstanding not to exceed its Swingline Commitment; provided the Maximum Availability Amount. Each Borrowing shall be made by an irrevocable duly executed Borrowing Notice delivered to Stone (which notice must be received by Stone no later than 10:00 a.m. (Tampa time) on the fifth (5th) Business Day prior to the date that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day. At Stone’s election, in lieu of delivering the above-described Borrowing Notice, any Authorized Person may give Stone telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed with a Borrowing Notice within 24 hours of the giving of such notice and the failure to provide such Borrowing Notice shall not affect the validity of the request. (b) After receipt of a request for a Borrowing pursuant to Section 2.2(a), Stone shall, by not later than 3:00 p.m. (Tampa time) on the applicable Funding Date, make available to Borrower by transferring immediately available funds equal to such requested Borrowing to the Designated Accounts designated by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanfor such purpose; provided, furtherhowever, that the Swingline Lender Stone shall not have no obligation to make any Swing Loan Advance if Stone shall have actual knowledge that (x1) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the applicable conditions precedent set forth in Section 2.2 have 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been satisfied waived, or waived(2) the requested Borrowing would exceed the Maximum Availability Amount on such Funding Date. Each Swing Loan If at any time Stone fails to make available to Borrower on an Applicable Funding Date an Advance in accordance with the provisions of this Section 2.2(b), the Company shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant permitted to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times borrow the amount of such Swing Loanthe Advance from the Other Lenders.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother U.S. Revolving Lenders or Global Revolving Lenders, as applicable, set forth in Section 3.4(a), agrees to issue standby letters of credit for the Swingline Lender may, in its sole discretion, make Loans account of the Borrowers or any Subsidiary thereof (each a “Swing Loan”including Fortegra Indemnity) available on any Business Day from the Restatement Effective Date through but not including the fifth Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentIssuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan BalanceL/C Commitment, (yb) if it the aggregate U.S. Revolving Credit Exposure would exceed the Aggregate U.S. Revolving Commitment Amount or (c) the aggregate Global Revolving Credit Exposure would exceed the Aggregate Global Revolving Commitment Amount. Each Letter of Credit shall determine with respect (i) be denominated in Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any Swing Loan of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during no later than the period commencing on the first fifth Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i)Credit Application or as determined by the Issuing Lender. For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C 56 Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and hereby irrevocably derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and unconditionally agrees to, purchase from is continuing at the Swingline time the Issuing Lender a risk participation in must elect to allow such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanextension.

Availability. (i) Subject to the terms and ------------ conditions of set forth in this Agreement Agreement, each Lender hereby severally and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, not jointly agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from ================================================================== time to time on any Business Day during the period from the Closing Initial Funding Date through to the Final Availability Date Termination Date, revolving loans (each individually, a "Loan" and, collectively, the "Loans"), in an amount which, ---- ----- together with such Lender's Pro Rata Share of the outstanding Letters of Credit Obligations, shall not exceed, in the aggregate principal amount at any time outstanding not to exceed its Swingline Commitmentoutstanding, the lesser of (A) such Lender's Commitment and (B) such Lender's Pro Rata Share of the Borrowing Base Amount then in effect; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would outstanding at any one time shall not exceed the then Maximum Revolving Loan Balance, Amount. (yii) if it shall determine with respect to any Swing Loan (which determination All Loans under this Agreement shall be conclusive made by the Lenders simultaneously and binding absent manifest error) proportionately to their respective Pro Rata Shares, it being understood that it has, or no Lender shall be responsible for any failure by such Swing any other Lender to perform its obligation to make a Loan may have, Fronting Exposure or (z) during hereunder and that the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making Commitment of any Swing Loan, the Swingline Lender may but shall not be required increased or decreased without the prior written consent of such Lender as a result of the failure by any other Lender to determine that, or take notice whether, perform its obligation to make a Loan. The failure of any Lender to make available to the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan Administrative Agent any Borrowing of the Commitments shall be a Base Rate Loan and must be repaid as provided herein, but in not relieve any event must be repaid in full other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender's Pro Rata Share of any Borrowing of the Commitments on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may date such funds are to be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, made available pursuant to the terms hereofof this Agreement. (iii) Loans may be prepaid pursuant to Section ------- 2.04, and, subject to the provisions of this Agreement, any ---- amounts so prepaid may be reborrowed, up to the amount available under this Section 2.01(a) at the time of such Borrowing, until -------------- the Business Day immediately preceding the Final Maturity Date. Each Lender's Commitment shall expire, and each Loan then outstanding shall mature and be repaid by the Borrower, without further action on the part of the Lenders, on the Final Maturity Date. (iv) Loans made on any Funding Date shall be available on in the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the aggregate minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof. (v) During the period of 30 consecutive days commencing each year on January 1 and ending on January 30 of each year, the Borrower shall effect a prepayment of the outstanding Loans (such Swing Loanamount, a "Cleandown") so as to cause no --------- Loans to be outstanding during such period (each such period, a "Cleandown Period"). Within 15 days after the end of any ----------------- Cleandown Period, the Borrower shall notify the Administrative Agent that a Cleandown Period has occurred and the Administrative Agent shall notify the Lenders.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue standby Letters of Credit Parties contained herein, for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of all outstanding Revolving Loans Credit Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Maximum Revolving Loan BalanceCredit Commitment. Each Letter of Credit shall (i) be in a minimum amount of $50,000, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of the Subsidiary Guarantors, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which determination date shall be conclusive no later than the earlier of (A) one year from the date of issuance of such Letter of Credit and binding absent manifest error(B) that it has, or by such Swing Loan may have, Fronting Exposure or the fifth (z5th) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of this clause (i)the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue, amounts and L/C Participants shall have no obligation to participate in, any Letter of Swing Loans repaid may Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be re-borrowed deemed to be Letters of Credit issued and outstanding under this clause (i). For Agreement on and after the avoidance Closing Date; provided, however, that such Existing Letters of doubtCredit shall be replaced by letters of credit issued by Wachovia, Swing Loansas Issuing Lender, pursuant to and under the terms hereof, shall be available on the Closing Date. Immediately of this Agreement upon the making of a Swing Loanexpiration and/or maturity thereof and shall not otherwise be extended, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanrenewed or modified.

Availability. (i) Subject to the terms and conditions of set forth in this Agreement Agreement, each Lender hereby severally and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, not jointly agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments any Borrowing Subsidiary from time to time on any Business Day during the period from the Closing Effective Date through to the Final Availability Date Business Day next preceding the Revolving Credit Termination Date, revolving loans (each individually, a "Revolving Loan" and collectively, the "Revolving Loans"), in an amount which shall not exceed, in the aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that outstanding, such Lender's Pro Rata Share of the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanCommitments in effect at such time; provided, furtherhowever, that the Swingline Lender at no time shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would outstanding at any time exceed the Maximum Amount of Revolving Loans at such time; provided further, however, that at no time shall the aggregate principal or face amount of all Revolving Credit Accommodations outstanding at any time for the account of any Borrowing Subsidiary exceed its Borrowing Base at such time, less the reserves contemplated by Section 2.03(f), and less such other reserves as the Agent, in its sole discretion, may deem appropriate. (ii) All Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares. It shall be understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive hereunder and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making Commitment of any Swing Loan, the Swingline Lender may but shall not be required increased or decreased as a result of the failure by any other Lender to determine thatperform its obligation to make a Revolving Loan. (iii) Revolving Loans may be voluntarily prepaid pursuant to Section 2.06(a) and, or take notice whethersubject to the provisions of this Agreement, any amounts so prepaid may be reborrowed, up to the conditions precedent set forth in amount available under this Section 2.2 have been satisfied or waived2.03(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each Swing Lender's Commitment shall expire, and each Revolving Loan then outstanding shall be a Base Rate Loan and must be repaid as provided hereinby the Borrowing Subsidiary that borrowed such Revolving Loan, but in any event must be repaid in full on the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to On the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinhereof, the Swingline Lender mayBorrower may from time to time borrow, prepay and reborrow Multicurrency Loans. (b) From time to time on any Business Day occurring prior to the 364-Day Commitment Termination Date, each 364-Day Lender, severally and for itself alone, agrees to make revolving loans in Dollars (relative to such Lender, its sole discretion, make Loans (each a “Swing Loan”"364-Day Loans") available to the Borrower under equal to such 364-Day Lender's Percentage of the Revolving Loan Commitments aggregate amount of the Borrowing of 364-Day Loans requested by the Borrower to be made on such day. The commitment of each Lender described in this Section 2.1.1 (b) is herein referred to as its "364-Day Commitment"; provided that (a) the aggregate principal amount of all such 364-Day Loans which any 364-Day Lender shall be committed to have outstanding hereunder shall not at any time exceed the product of such Lender's Percentage and the 364-Day Commitment Amount at such time, (b) the aggregate principal amount of all 364-Day Loans which the 364-Day Lenders shall be committed to have outstanding hereunder shall not at any time exceed the 364-Day Commitment Amount at such time, (c) 364-Day Loans shall be made in Dollars only and shall not be redenominated in any other currency, including any Alternative Currency and (d) 364-Day Loans made on the Amendment No. 6 Effective Date shall be Base Rate Loans. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow 364-Day Loans." (d) Section 2.2 is amended by adding to the heading thereof the words "and the 364-Day Commitment Amount", and by adding before the period at the end of the sentence therein the words "and the 364-Day Commitment Amount is subject to reduction from time to time pursuant to this Section 2.2". (e) Section 2.2.1 is amended by adding before each of the words "Lenders" and "Loans" the word "Multicurrency", and by adding at the end thereof the additional sentence: "The Borrower may, from time to time on any Business Day, voluntarily reduce the amount of the 364-Day during Commitment Amount by delivering to the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentAgent notice of such reduction; provided that the Borrower all such reductions shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan require at least one (x1) Business Day's prior written notice to the extent Agent and be permanent and that after giving effect to such Swing Loan, any partial reduction of the aggregate principal 364-Day Commitment Amount shall be in a minimum amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive $2,500,000 and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product integral multiple of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan$1,000,000 in excess thereof."

Availability. Subject to the terms and conditions of this Agreement and so long as the Borrower has delivered to the Agent a loan request, including the certificate referred to in reliance upon the representations and warranties of the §2.4(iii), as if all references in §2.4(iii) to Revolving Credit Parties contained hereinLoans were to Swingline Loans, the Swingline Lender may, in its sole discretion, agrees to make Swingline Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through to, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanTermination Date; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving outstanding Swingline Loans would (after giving effect to any amount requested) at any time, shall not exceed the lesser of (i) the Total Commitment in effect at such time less the sum of (A) all outstanding Revolving Credit Loans at such time (after giving effect to all amounts requested) and (B) the Maximum Revolving Loan BalanceDrawing Amount and, (yC) without double-counting the portion, if it shall determine with respect to any, of any Swing Loan (Letter of Credit which determination shall be conclusive is drawn and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during included in the period commencing on the first Business Day after it receives notice from Agent Revolving Credit Loans or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, (ii) the Swingline Lender Commitment at such time. Swingline Loans hereunder may but be used in anticipation of borrowing Revolving Credit Loans and for other short-term requirements and shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to accordance with the terms hereof, shall . Each Swingline Loan must be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the product Swingline Note. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Cleveland, Ohio time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Cleveland, Ohio time) on such Revolving Lender’s Commitment Percentage times Business Day. In no event shall the amount number of such Swing LoanSwingline Loans outstanding at any time exceed three (3). All Swingline Loans shall bear interest at the Base Rate plus the Applicable Base Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject The conditions referred to in Clause 4.1 are that: (e) the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (Drawdown Date for each Tranche has to be a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date Period applicable to such Tranche; and (f) each Tranche in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower respect of a Delivered Ship and a Newbuilding shall not use exceed the proceeds lower of: (i) 60 per cent. of any Swing Loan the Purchase Price; and (ii) 60 per cent. of the Fair Market Value, of the Delivered Ship or Newbuilding which is the subject of such Tranche; (g) each Tranche being reborrowed in accordance with and subject to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender conditions of Clause 8.15 shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, lower of: (yi) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more 60 per cent. of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied Fair Market Value of the Substitute Ship to be financed or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause refinanced by that Tranche; and (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in ii) an amount equal to the product corresponding Tranche prepaid under Clause 8.8 and which is being reborrowed in accordance with Clause 8.15; (h) the Tranche being borrowed in accordance with and subject to the conditions of Clause 8.16 shall not exceed the lower of: (i) 60 per cent. of the Fair Market Value of the Substitute Ship to be financed or refinanced by that Tranche; and (ii) an amount equal to the corresponding Cancelled Tranche (if such amount was determined as at the date of cancellation of such Revolving Lender’s Commitment Percentage times Cancelled Tranche); (i) each Tranche in respect of a Newbuilding shall only be on-lent by the Borrower to the relevant Guarantor to assist the relevant Guarantor in partially financing or refinancing its acquisition of the Newbuilding acquired or to be acquired by it pursuant to the relevant Newbuilding MOA; (j) each Tranche being reborrowed or borrowed in accordance with and subject to the conditions of Clauses 8.15 or 8.16 (as the case may be) shall only be on-lent by the Borrower to the relevant Substitute Owner to assist the relevant Substitute Owner in: (i) partially financing or refinancing its acquisition of a Substitute Ship acquired or to be acquired by it; or (ii) partially refinancing the existing indebtedness in respect of a Substitute Ship owned by it; (k) each Tranche shall be made available in a single amount and any amount undrawn in respect of a Tranche shall be cancelled and, other than pursuant to Clause 8.15 or Clause 8.17, may not be borrowed by the Borrower at a later date; (l) the aggregate amount of such Swing Loanthe Tranches shall not exceed the Total Commitment; and (m) the applicable conditions precedent stated in Clause 9 shall have been satisfied or waived as provided therein.

Availability. Subject to Without implying any limitation on the terms and conditions provisions of this Agreement and in reliance upon Section 9.12 (Minimum Availability), the representations and warranties amount of the Credit Parties contained herein, Availability shall be sufficient to make such Revolving Loan without exceeding the Swingline Lender may, in its sole discretion, make Loans Availability and the amount of such Revolving Loan shall not cause the Aggregate Revolver Outstandings to exceed the lesser of the Maximum Revolver Amount or fifty percent (each a “Swing Loan”50%) available to of value of the Inventory of the Borrower under as reflected on the Revolving Loan Commitments from time to time on any Business Day during consolidated financial statements of the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided Borrower, provided, however, that the Borrower shall foregoing conditions precedent are not use the proceeds conditions to each Lender participating in or reimbursing Bank of America for such Lenders' Pro Rata Share of any Swing Non-Ratable Loan to refinance Advance as provided in Section 2.2(h) (Making of Non-Ratable Loans) or the Agent for such Lenders' Pro Rata Share of any outstanding Swing Loan; provided, Agent Advance as provided in Section 2.2(i) (Agent Advances) and provided further, that the Swingline Lender Agent shall be entitled to rely on the Borrower's Borrowing Base Certificate in determining whether such conditions have been met. 9. Clause (i) of Section 13.3 of the Loan Agreement is hereby amended to read as follows: (i) increase the Maximum Revolver Amount and Unused Letter of Credit Subfacility or allow the Aggregate Revolver Outstandings to exceed fifty percent (50%) of value of the Inventory of the Borrower as reflected on the consolidated financial statements of the Borrower; 10. The Borrower hereby issues, ratifies and confirms the representations, warranties and covenants contained in the Financing Agreement, as amended hereby, including, without limitation, the security interests, collateral assignments and mortgages and other Liens granted therein. The Borrower agrees that this Agreement is not intended to and shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine cause a novation with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more all of the conditions precedent contained Obligations. 11. The Borrower shall pay at the time this Agreement is executed and delivered all fees, commissions, costs, charges, taxes and other expenses incurred by the Agent and its counsel in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loanthis Agreement, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided hereinincluding, but not limited to, reasonable fees and expenses of the Agent's counsel and all recording fees, taxes and charges. 12. This Agreement may be executed in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence number of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loanduplicate originals or counterparts, each Revolving Lender of such duplicate originals or counterparts shall be deemed to, to be an original and hereby irrevocably taken together shall constitute but one and unconditionally the same instrument. The parties agree that their respective signatures may be delivered by facsimile. Any party who chooses to deliver its signature by facsimile agrees to, purchase from the Swingline Lender to provide a risk participation in such Swing Loan in an amount equal counterpart of this Agreement with its inked signature promptly to the product each other party. The rest of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanthis page has intentionally been left blank.

Availability. Subject (A) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation by any central bank or other governmental authority charged with the administration or interpretation thereof shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for the Bank to perform its obligations hereunder (i) to make Eurodollar Revolving Credit Loans, (ii) to continue to fund or maintain Eurodollar Revolving Credit Loans hereunder or (iii) to maintain the rate of interest on the Term Loan based upon the Adjusted LIBO Rate, then, on notice thereof and demand therefor by the Bank to the terms and conditions Borrower, the obligation of this Agreement and in reliance the Bank to make any such Eurodollar Revolving Credit Loans or to continue the Term Loan at an interest rate based upon the representations Adjusted LIBO Rate shall terminate and, if the foregoing clauses (ii) and/or (iii) is applicable, the Borrower shall, upon prior notice to the Bank, either (A) forthwith repay in full any such Eurodollar Revolving Credit Loans then outstanding and warranties the outstanding principal balance of the Term Loan, together with interest accrued thereon and the Repayment Indemnity(ies) or (B) forthwith convert any such Eurodollar Revolving Credit Parties contained hereinLoans then outstanding into Prime Rate Revolving Credit Loans, convert the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available interest rate applicable to the Borrower under outstanding principal balance of the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Term Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) Adjusted Prime Rate and pay to the extent that after giving effect Bank the Repayment Indemnity. If no such notice is received by the Bank within three (3) Working Days of the prior demand by the Bank, Borrower will be deemed to have made the election to convert any such Swing Loan, Eurodollar Revolving Credit Loans then outstanding into Prime Rate Revolving Credit Loans and to convert the aggregate interest rate applicable to the outstanding principal amount balance of all Revolving Loans would exceed the Maximum Revolving Term Loan Balance, to the Adjusted Prime Rate as of the fourth day following such demand. (yB) if it shall determine If; with respect to any Swing Loan Interest Period, the Bank determines that (which i) extraordinary circumstances affecting the relevant market make it impracticable to ascertain the interest rate applicable for such Interest Period or (ii) the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to the Bank of making or maintaining the Credit Facilities during such Interest Period, the Bank shall promptly notify Borrower of such determination and no additional Eurodollar Revolving Credit Loans shall be conclusive made nor shall there be any conversions thereto until such notice is withdrawn. If any Eurodollar Revolving Credit Loan and binding absent manifest error) that it has, or by such Swing any principal balance of the Term Loan may have, Fronting Exposure or (z) during the period commencing is outstanding on the first date of such notice and such notice has not been withdrawn on the last day of the then current Interest Period applicable thereto, Borrower shall on the last day of such Interest Period either convert such Eurodollar Revolving Credit Loan to a Prime Rate Revolving Credit Loan and convert the interest rate applicable to the outstanding principal balance of the Term Loan to the Adjusted Prime Rate or prepay the outstanding principal balance of each such Credit Facility and accrued interest thereon in full. If no such notice is received by the Bank at least one (1) Business Day after it receives notice from Agent or prior to the Required last day of such Interest Period, Borrower will be deemed to have made the election to convert any such Eurodollar Revolving Lenders that one or more Credit Loans then outstanding into Prime Rate Revolving Credit Loans and to convert the interest rate applicable to the outstanding principal balance of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Term Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanAdjusted Prime Rate.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Loan Parties contained herein, the Swingline Swing Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Effective Date through the Final Availability Revolving Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Swing Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the Total Revolving Extensions of Credit outstanding at such time would exceed the Total Revolving Commitments in effect at such time, (y) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans and Swing Loans held by the Swing Lender (and if the Swing Lender is not also a Revolving Lender, by each of its Affiliates that is a Revolving Lender) would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by Commitment of such Swing Loan may haveLender (and such Affiliates, Fronting Exposure or if any) and (z) during the period commencing on the first Business Day after it receives notice from Administrative Agent or the ​ ​ ​ ​ Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 5.2 are not satisfied (which notice shall contain a description of any such condition asserted not to be satisfied) and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Swing Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 5.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate ABR Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (ia), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (ia). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.​

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the other Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower (which may support the obligations of any Subsidiary of the Borrower) on any Business Day from the Closing Date to, but not including, the Swingline Lender may, in its sole discretion, make Loans thirtieth (each a “Swing Loan”30th) available Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a standby letter of credit issued to support the obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits ISP, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the Closing Datelaws of the State of New York. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if (A) any order, and hereby irrevocably and unconditionally agrees tojudgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal or any Applicable Law applicable to the product Issuing Lender or any request or directive (whether or not having the force of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.law) from any 51 142128979_6 170630523_7

Availability. (A) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, the Swingline each Committed Lender mayagrees, in its sole discretionseverally and not jointly, to make one or more Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments Borrower, from time to time on any Business Day during the period from the Closing Date through the Final Availability Date Period, in an aggregate principal amount at any time outstanding that will not to exceed result in such Committed Lender’s Loans exceeding its Swingline CommitmentCommitment or such Group’s Loans exceeding its Group Limit; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline a Committed Lender shall not be deemed to have satisfied its obligation to make any Swing a Loan hereunder (xsolely with respect to such Loan) to the extent any Conduit Lender in such Committed Lender’s Group funds such Loan in place of such Committed Lender in accordance with this Agreement, it being understood that after giving effect the Conduit Lender may fund a Loan in its sole discretion. It is expected that each Conduit Lender always will (but there shall be no obligation of any Conduit Lender to) fund the Loans through the issuance of Commercial Paper notes. Each Group Agent agrees that it will notify the Borrower if it elects to fund any portion of any Loan from the Lenders in its Group other than through the issuance of Commercial Paper notes and, in such event, of the time periods and the funding cost applicable to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more fundings. Each of the conditions precedent contained in Section 2.2 are not satisfied parties hereto hereby acknowledges and ending when such conditions are satisfied or duly waived. In connection with agrees that the making Group that includes Bank of any Swing LoanAmerica, the Swingline as Group Agent and Committed Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan include a Conduit Lender (unless and until a Conduit Lender shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, later join such Group pursuant to the terms hereof), shall be available on and each request by the Closing Date. Immediately upon Borrower for Loans by the making of a Swing Loan, each Revolving Conduit Lender shall be [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. deemed toto be a request that the Committed Lender in such Group make its ratable share of such Loan. (B) Notwithstanding the foregoing, (x) there shall be no more than four (4) Borrowings per calendar month (provided that, for purposes of this clause (x), simultaneous Borrowings of different Types shall be considered a single Borrowing), and hereby irrevocably and unconditionally agrees to, purchase from (y) the Swingline Lender a risk participation in such Swing total principal amount of Borrowings shall not exceed the Total Loan in an amount equal to Commitment. (C) Within the product limits of such Revolving each Committed Lender’s Commitment Percentage times and each Group’s Group Limit, and subject to the amount of such Swing Loanother terms and conditions hereof, the Borrower may borrow Loans, prepay under Section 2.1(f), and reborrow under this Section 2.1(a).

Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. Notwithstanding anything to the contrary contained in this Section 2.1.1(a), Advances may be made in excess of the Availability Amount (but not in excess of the Revolving Line then in effect) (such Advances referred to herein as "Nonformula Advances") subject to the following terms and conditions: (i) such Nonformula Advances may be made solely during the last five (5) Business Days of any fiscal month or quarter, as the case may be; (ii) prior to any Nonformula Advance, the Borrower must provide (A) evidence satisfactory to Bank that it is in pro forma compliance in all respects with the financial covenants set forth in Section 6.7(a) of this Agreement and (B) a duly completed and executed Notice of Borrowing which requests such Nonformula Advance and directs the repayment of such Nonformula Advance within the time frame provided in reliance upon the representations and warranties of the Credit Parties contained clause (iv) herein, (iii) on the Swingline Lender mayday of such Nonformula Advance, in its sole discretionbut no later than five (5) Business Days thereafter, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitmentmust provide a duly completed Borrowing Base Report, Deferred Revenue Report and a duly completed and executed Borrowing Base Certificate; provided provided, however, that the Borrower shall not use be required to deliver the proceeds of documentation required pursuant to this clause (iii) if the Borrower has repaid such Nonformula Advance within the time frame provided in clause (iv) herein; and (iv) the Borrower shall repay any Swing Loan to refinance any outstanding Swing Loan; provided, further, and all Nonformula Advances on or before the fifth (5th) Business Day after the applicable fiscal month or quarter end. In the event that the Swingline Lender Borrower shall not make any Swing Loan (x) fail to repay the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balanceany Nonformula Advance as provided in this Section 2.1.1(a)(iii), (y) if it shall determine with respect to any Swing Loan (which determination such Advance shall be conclusive deemed an Advance that is not a Nonformula Advance and binding absent manifest error) that it hasshall be subject to the terms and conditions of this Agreement, or by such Swing Loan may haveincluding, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loanwithout limitation, the Swingline Lender may but shall not be required to determine that, or take notice whether, Availability Amount and the conditions precedent provisions set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan2.2."

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4, agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available for the account of the Borrower on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $500,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a standby letter of credit issued to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more support obligations of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied Borrower or duly waived. In connection with the making any of any Swing Loanits Subsidiaries, the Swingline Lender may but shall not be required to determine thatcontingent or otherwise, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth incurred in the first sentence ordinary course of this clause business, (i), amounts iii) expire on a date no more than twelve (12) months after the date of Swing Loans repaid may be re-borrowed under this clause issuance or last renewal of such Letter of Credit (i). For the avoidance of doubt, Swing Loans, subject to automatic renewal for additional one (1) year periods pursuant to the terms hereofof the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be available on no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the other Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower (which may support the obligations of any Subsidiary of the Borrower) on any Business Day from the Closing Date to, but not including, the Swingline Lender may, in its sole discretion, make Loans thirtieth (each a “Swing Loan”30th) available Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) be a standby letter of credit issued to support the obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the ISP, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if it (A) any order, judgment or decree of any Governmental Authority or arbitrator shall determine by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any Swing Loan restriction or reserve or capital requirement (for which determination shall be conclusive and binding absent manifest errorthe Issuing Lender is not otherwise compensated) that it hasnot in effect on the Closing Date, or by such Swing Loan may haveany unreimbursed loss, Fronting Exposure cost or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders expense that one or more was not applicable, in effect as of the conditions precedent contained Closing Date and that the Issuing Lender in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loangood ▇▇▇▇▇ ▇▇▇▇▇ material to it, the Swingline Lender may but shall not be required to determine that, or take notice whether, (B) the conditions precedent set forth in Section 2.2 have been satisfied 5.2 are not satisfied, or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on (C) the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product beneficiary of such Revolving Lender’s Commitment Percentage times the amount Letter of such Swing Loan.Credit is a Sanctioned Person. References herein to “issue” and derivations

Availability. Subject to the terms and conditions of set forth in this Agreement Agreement, (i) each Lender hereby severally and in reliance upon the representations and warranties of the Credit Parties contained hereinnot jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the Swingline Lender may“Committed Loans”), in its sole discretionDollars, make Loans (each a “Swing Loan”) available to the Borrower under or the Revolving Loan Commitments applicable Qualified Borrower from time to time on any Business Day during the period from Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the Closing Date through Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the Final Availability Date foregoing, as to Lenders with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in the Alternative Currency (provided (A) the Alternative Currency is readily available to such Lenders and is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto) reports a Base Eurocurrency Rate for the Alternative Currency relating to the applicable Interest Period), in an aggregate principal amount at any time outstanding Dollar Equivalent Amount not to exceed such Lender’s Alternative Currency Commitment. All Committed Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its Swingline Commitment; provided that obligation to make a Committed Loan hereunder nor shall the Revolving Credit Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this Agreement, the Borrower shall not use the proceeds of any Swing Loan to refinance or applicable Qualified Borrower may repay any outstanding Swing LoanCommitted Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Each requested Borrowing of Committed Loans funded on any Funding Date shall be in a principal amount of at least $1,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, furtherhowever, that if the Swingline Lender Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of an Alternative Currency Borrowing), then the requested Borrowing shall not make any Swing Loan (x) to be for the extent that after giving effect to such Swing Loan, the aggregate principal total amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Availability.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinAgreement, the Swingline Lender may, in its sole discretion, agrees to make Swingline Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Date in an Swingline Termination Date; provided, that the aggregate principal amount at of all outstanding Swingline Loans (after giving effect to any time amount requested and the payment or prepayment of outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use Loans or unreimbursed draws on Letters of Credit with the proceeds of such borrowing) at any Swing Loan time, shall not exceed the lesser of (x) the Total Commitment in effect at such time less the sum of (A) all outstanding Loans at such time, (B) the aggregate Stated Amount of Letters of Credit outstanding at such time, and (C) the aggregate amount of all unreimbursed draws under outstanding Letters of Credit at such time, and (y) the Swingline Commitment at such time, and provided further that after the Swingline Lender has received written notice from any Bank that a Default or Event of Default has occurred and stating that no new Swingline Loans are to refinance any outstanding Swing Loan; providedbe made during the continuance of such Default or Event of Default, further, that the Swingline Lender shall not make any Swing Loan Swingline Loans until such Default or Event of Default has been cured or waived in accordance with the provisions of this Agreement. Swingline Loans hereunder may be used in anticipation of borrowing Revolving Credit Loans and for other short-term requirements and may be requested for a period of up to seven (x7) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination days and shall be conclusive repaid and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to reborrowed in accordance with the terms hereof, shall . Each Swingline Loan must be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in for an amount equal to at least $250,000. The Swingline Lender shall initiate the product transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 3:00 p.m. on such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanBusiness Day.

Availability. Subject “Breakage Costs”: With respect to any Lender and to the terms and conditions extent requested by such Lender in writing (which writing shall set forth in reasonable detail the basis for requesting any such amounts), any amount or amounts as shall compensate such Lender for any loss (excluding loss of this Agreement and in reliance upon the representations and warranties anticipated profits), cost or expense actually incurred by such Lender as a result of the Credit Parties contained herein, liquidation or re-employment of deposits or other funds required by the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to if any payment by the Borrower under the Revolving Loan Commitments from time to time of Advances Outstanding or Interest occurs on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; a date other than a Payment Date, provided, further, that the Swingline Breakage Costs in respect of any such payment by the Borrower on any Payment Date shall be deemed to be zero. All Breakage Costs shall be due and payable hereunder on each Payment Date in accordance with Section 2.7 and Section 2.8. The determination by the applicable Lender shall not make any Swing Loan (x) to of the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balanceany such loss, cost or expense shall be made in good faith (yand not on an arbitrary or capricious basis) if it shall determine with respect to any Swing Loan (which and such determination shall be conclusive and binding absent manifest demonstrable error) that it has. “Business Day”: Any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or by such Swing Loan may haveare in fact closed in, Fronting Exposure the State of New York. “Capital Stock”: Any and all shares, interests, participations or other equivalents (zhowever designated) during the period commencing on the first Business Day after it receives notice from Agent of capital stock of a corporation, any and all similar ownership interests in a Person (other than a corporation) and any and all warrants, rights or the Required Revolving Lenders that one or more options to purchase any of the conditions precedent contained foregoing. “Cash”: Cash or legal currency of the United States or an Approved Foreign Currency as at the time shall be legal tender for payment of all public and private debts in the applicable jurisdiction. “Certificated Security”: The meaning specified in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived8-102(a)(4) of the UCC. In connection with the making “Change of Control”: The occurrence of any Swing Loan, of the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause following events: (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.1) [reserved];

Availability. Subject to the terms and conditions of this Agreement Agreement, and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, the Swingline Alternative Currency Lender may, in its sole discretion, agrees to make Alternative Currency Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through through, but not including, the Final Availability Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that as requested by the Borrower shall not use in accordance with the proceeds terms of any Swing Loan to refinance any outstanding Swing LoanSection 2.4; provided, furtherthat, that based upon the Swingline Lender shall not make Dollar Amount of all outstanding Loans and L/C Obligations, immediately after the making of any Swing Loan (x) to the extent that after giving effect to such Swing LoanAlternative Currency Loans, the aggregate principal amount of all Revolving outstanding Alternative Currency Loans would shall not exceed the Maximum Revolving Loan Balance, lesser of (i) the Alternative Currency Commitment and (ii) the amount that is (A) the lesser of (x) the Borrowing Base and (y) if it shall determine with respect to any Swing the Aggregate Commitments, less (B) the sum of the aggregate principal amount of all outstanding Revolving Credit Loans and all outstanding Swingline Loans and L/C Obligations; provided further that the Alternative Currency Lender will not make an Alternative Currency Loan from and after the date which is one (which determination shall be conclusive and binding absent manifest error1) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day day after it receives has received written notice from the Administrative Agent or (upon the request of the Required Revolving Lenders Lenders) that one or more of the applicable conditions precedent contained to Extensions of Credit specified in Section 2.2 are 5.3 is not then satisfied and ending when until such conditions are satisfied or duly waived. In connection waived in accordance with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence provisions of this clause Agreement (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For and the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Alternative Currency Lender shall be deemed to, entitled to conclusively rely on any such notice and hereby irrevocably shall have no obligation to independently investigate the accuracy of such notice and unconditionally agrees to, purchase from shall have no liability to the Swingline Lender a risk participation Borrower in respect thereof if such Swing Loan notice proves to be inaccurate). Alternative Currency Loans shall be funded in an amount equal to the product Alternative Currency Amount of such Alternative Currency Loan. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Alternative Currency Loans hereunder until the Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Termination Date.”

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of set forth in this Agreement and the Credit Parties contained hereinother Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans (each a “Swing Loan”) available in Dollars to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through to, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanMaturity Date; provided, further, that the Swingline Lender shall not make any Swing Loan (xi) to the extent that after giving effect to such Swing Loanany amount requested, the Revolving Credit Outstandings shall not exceed the Commitment and (ii) the aggregate principal amount of all Revolving outstanding Swingline Loans would (after giving effect to any amount requested) shall not exceed the Maximum Revolving Loan BalanceSwingline Commitment. (i) The Swingline Lender, (y) if it shall determine with respect at any time and from time to any Swing Loan time in its sole and absolute discretion may, on behalf of Borrower (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, hereby irrevocably directs the Swingline Lender may but shall not be required to determine thatact on its behalf), or take by written notice whethergiven no later than 11:00 a.m. on any Business Day request each Lender to make, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing and each Lender hereby agrees to make, a Revolving Credit Loan shall be as a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Swing Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Lender’s obligation to fund its respective Commitment Percentage of a Swingline Loan shall be affected by any other Lender’s failure to fund its Commitment Percentage of a Swingline Loan, nor shall any Lender’s Commitment Percentage be increased as a result of any such failure of any other Lender to fund its Commitment Percentage of a Swingline Loan. (ii) Borrower shall pay to the Swingline Lender in accordance with Section 2.4(a), and in any event on the Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, ▇▇▇▇▇▇▇▇ hereby irrevocably authorizes the Administrative Agent to charge any account maintained by Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Commitment Percentages. (iii) If for any reason any Swingline Loan cannot be refinanced with a Revolving Credit Loan pursuant to Section 2.2(a)(i), each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.2(a)(i), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such ▇▇▇▇▇▇’s Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding. Each Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after the Swingline Lender has received from any Lender such ▇▇▇▇▇▇’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such ▇▇▇▇▇▇’s participating interest was outstanding and funded and, in the case of principal and interest 210663207 payments, to reflect such ▇▇▇▇▇▇’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(a)(i) and to purchase participating interests pursuant to Section 2.2(a)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender or Borrower may have against the Swingline Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (C) any adverse change in the condition (financial or otherwise) of Borrower, (D) any breach of this Agreement or any other Loan Document by Borrower, any other Credit Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (v) If any Lender fails to make available to the Administrative Agent, for the account of the Swingline Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.2(a) by the time specified in Section 2.2(a)(i) or 2.2(a)(iii), as applicable, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error.

Availability. Subject to the terms and conditions of this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, and the Borrower has delivered to the Agent a loan request, including the certificate referred to in reliance upon the representations and warranties of the §2.4(iv)(c), as if all references in §2.4(iv)(c) to Revolving Credit Parties contained hereinLoans were to Swingline Loans, the Swingline Lender may, in its sole discretion, agrees to make Swingline Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through to, but not including, the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanTermination Date; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving outstanding Swingline Loans would (after giving effect to any amount requested) at any time, shall not exceed the Maximum lesser of (i) the Total Commitment in effect at such time less the sum of (A) all outstanding Revolving Loan BalanceCredit Loans at such time (after giving effect to all amounts requested), (yB) the Maximum Drawing Amount and, without double-counting the portion, if it shall determine with respect to any, of any Swing Loan (Letter of Credit which determination shall be conclusive is drawn and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during included in the period commencing on the first Business Day after it receives notice from Agent Revolving Credit Loans or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and ending when (C) all outstanding Bid Rate Loans at such conditions are satisfied or duly waived. In connection with the making of any Swing Loantime, and (ii) the Swingline Lender Commitment at such time. Swingline Loans hereunder may but be used in anticipation of borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to accordance with the terms hereof, shall . Each Swingline Loan must be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the product Swingline Note. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (Boston time) on the Business Day of the requested borrowing, so long as the Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Boston time) on such Revolving Lender’s Commitment Percentage times Business Day. In no event shall the amount number of such Swing LoanSwingline Loans outstanding at any time exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to pay interest on each Swingline Loan in arrears on each Interest Payment Date with respect thereto.

Availability. Subject During the period (the “Certain Funds Period”) from and including the Effective Date to and including the earlier of (x) termination of all the Commitments (or reduction thereof to $0) and (y) the funding of the Loans on the Closing Date, and notwithstanding (a) that any representation or warranty made on the Effective Date was incorrect, (b) subject to clause (C) in the immediately following sentence, any failure by the Company to comply with any covenant or obligation set forth in the Loan Documents, (c) subject to clause (C) in the immediately following sentence, any provision to the terms and conditions of this Agreement and contrary in reliance upon any Loan Document or otherwise or (d) that any condition to the representations and warranties occurrence of the Credit Parties contained hereinEffective Date may subsequently be determined not to have been satisfied, neither the Swingline Administrative Agent nor any Lender mayshall be entitled to (i) cancel any of the Commitments hereunder (except as set forth in Section 2.07(b)), in its sole discretion(ii) rescind, terminate or cancel any Loan Document or exercise any right or remedy or make Loans (each a “Swing Loan”) available or enforce any claim under any Loan Document it may have to the Borrower under extent to do so would directly or indirectly prevent, limit or delay the Revolving Loan Commitments from time making of its Loans, (iii) in the case of a Lender, refuse to time on any Business Day during the period from the Closing Date through the Final Availability Date participate in an aggregate principal amount at any time outstanding not to exceed making its Swingline CommitmentLoans; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with to the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent Loans set forth in Section 2.2 4.02 have been satisfied (or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on waived by the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (iRequired Lenders), amounts or (iv) exercise any right of Swing set-off or counterclaim in respect of its Loans repaid may be re-borrowed under this clause (i)to the extent to do so would prevent, limit or delay the making of its Loan. For the avoidance of doubt, Swing Loans, pursuant to (A) the terms hereof, rights and remedies of the Lenders and the Administrative Agent in respect of the making of a Loan on the Closing Date shall not be available limited in the event that any condition precedent set forth in Section 4.02 is not satisfied (or waived by the Required Lenders) on the Closing Date. Immediately upon , (B) immediately after the making expiration of a Swing Loanthe Certain Funds Period, each Revolving Lender all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be deemed toavailable notwithstanding that such rights were not available prior to such time as a result of the foregoing and (C) nothing in this paragraph shall affect the rights, and hereby irrevocably and unconditionally agrees to, purchase from remedies or entitlements (or the Swingline Lender a risk participation in such Swing Loan in ability to exercise the same) of the Administrative Agent or the Lenders with respect to an amount equal Event of Default under (i) Section 8.01(a) (solely with respect to the product non-payment of such Revolving Lender’s Commitment Percentage times fees due and payable by the amount of such Swing LoanCompany hereunder) or (ii) Section 8.01(f) (solely with respect to the Company) shall have occurred and be continuing.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, shall make Loans (each a “Swing Loan”) available to the Borrower under the Original Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Restatement Effective Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan Loan, and the Borrow er will not request any S wi ng L oan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Origina l Revolving Loans would exceed the Maximum Orig inal Revolving Loan Balance, Balance and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Original Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan that bears interest at the interest rate applicable to Orig inal Revolving Loans that are Base Rate Loans and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to (1) Each Revolving Credit Lender individually, and not jointly and severally, agrees, on the terms and conditions of this Agreement Agreement, to make Accommodations ratably to each Revolving Credit Borrower in accordance with such Lender’s Revolving Credit Commitment. The Swing Line Lender individually, and not jointly and severally, agrees, on the terms and conditions of this Agreement, to make Swing Line Advances ratably to each Revolving Credit Borrower in reliance upon accordance with such Lender’s Swing Line Commitment. Each Documentary Credit Lender individually, and not jointly and severally, agrees, on the terms and conditions of this Agreement, to issue Documentary Credits for the account of Revolving Credit Borrowers in accordance with such Lender’s Documentary Credit Commitment under the Revolving Credit Facility. Each Term Loan Lender individually, and not jointly and severally, agrees, on the terms and conditions of this Agreement, to make Accommodations ratably to the Term Borrower in accordance with such Lender’s Term Loan Commitment. (2) Accommodations under (i) the Revolving Credit Facility shall be made available as ABR Advances, LIBOR Advances and Documentary Credits, (ii) the Swing Line Commitment shall be made available as ABR Advances, and (iii) the Term Loan Facility shall be made available as ABR Advances and LIBOR Advances on the terms set forth herein. (3) The failure of any Lender to make an Accommodation shall not relieve any other Lender of its obligation, if any, in connection with any such Accommodation, but no Lender is responsible for any other Lender’s failure in respect of such Accommodation. (4) Open Text shall have the right, but not the obligation, at any time prior to the maturity of the Term Loan Facility, to increase the Commitments under the Term Loan Facility or create a new tranche of Term Loan Advances with a maturity date that may be later than the maturity of the Term Loan Facility in an aggregate amount not to exceed $200,000,000 (an “Incremental Term Facility”) provided that: (a) No Default or Event of Default exists or would exist after giving effect thereto and all applicable representations and warranties pursuant to the Article 6 shall be true and correct in all material respects on the date of the Credit Parties contained hereinfunding thereof; (b) Open Text will be in compliance on a pro forma basis with the financial covenants in Section 7.03 after giving pro forma effect to such Incremental Term Facility; (c) Advances and Commitments made by way of an increase to the Term Loan Commitment shall be on terms (including, without limitation, currency and Effective Yield) and conditions identical to those applicable to the then-existing Term Loan Facility; (d) In regard to Advances and Commitments made by way of a new tranche of Term Loan Advances, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to Effective Yield for the Incremental Term Facility shall be determined by the Term Borrower under and the Revolving Loan Commitments from time to time on any Business Day during Lenders of the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentIncremental Term Facility; provided that in the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, event that the Swingline Lender Effective Yield for the Incremental Term Facility is greater than the Effective Yield for the Term Loan Facility, then the Effective Yield for the Term Loan Facility shall not make any Swing Loan (x) be increased to the extent necessary so that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed Effective Yield for the Maximum Revolving Incremental Term Facility is not more than 50 basis points higher than the Effective Yield for the Term Loan Balance, (y) if it shall determine with respect to any Swing Facility unless the Applicable Margins for the Term Loan (which determination shall be conclusive and binding absent manifest error) that it has, or Facility are increased by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product difference between the Effective Yield for the Incremental Term Loan and the corresponding Effective Yield for the Term Loan Facility minus 50 basis points; provided further, that such Advances and Commitments shall be on terms and conditions otherwise substantially similar to those applicable to the then-existing Term Loan Facility and, to the extent not so substantially similar with the then-existing Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent; (e) Such increased amounts will be provided by the existing Lenders or new financial institutions that become Lenders under the Incremental Term Facility (such new financial institutions to be reasonably satisfactory to the Administrative Agent), provided that no existing Lender will be obligated to provide any such Incremental Term Facility; (f) The Administrative Agent shall have received such other corporate authorizations, opinions, or documents as the Administrative Agent may reasonably request; and (g) All applicable conditions precedent in Article 5 hereto shall be met prior to the effectiveness of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanIncremental Term Facility.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother U.S. Revolving Lenders or Global Revolving Lenders, as applicable, set forth in Section 3.4(a), agrees to issue standby letters of credit for the Swingline Lender may, in its sole discretion, make Loans account of the Borrowers or any Subsidiary thereof (each a “Swing Loan”including Fortegra Indemnity) available on any Business Day from the Restatement Effective Date through but not including the fifth Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline CommitmentIssuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan BalanceL/C Commitment, (yb) if it the aggregate U.S. Revolving Credit Exposure would exceed the Aggregate U.S. Revolving Commitment Amount or (c) the aggregate Global Revolving Credit Exposure would exceed the Aggregate Global Revolving Commitment Amount. Each Letter of Credit shall determine with respect (i) be denominated in Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any Swing Loan of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during no later than the period commencing on the first fifth Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i)Credit Application or as determined by the Issuing Lender. For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. References herein to “issue” and hereby irrevocably derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and unconditionally agrees to, purchase from is continuing at the Swingline time the Issuing Lender a risk participation in must elect to allow such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanextension.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), the Swingline Lender may, in its sole discretion, make Loans agrees to issue standby letters of credit (each a “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment of all Revolving Loans would exceed Credit Lenders. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000, or such lesser amount as is acceptable to the Maximum Revolving Loan BalanceIssuing Lender, (yii) if it be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire (including all rights of the Borrower or the beneficiary to require renewal thereof) on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall determine with respect be no later than the fifth (5th) Business Day prior to any Swing Loan the Revolving Credit Maturity Date but a Letter of Credit may by its terms be automatically renewable annually unless the Issuing Lender notifies the beneficiary thereof of its election not to renew such Letter of Credit (which determination shall the Issuing Lender agrees to do on and subject to the terms of Section 3.2(b)) and (iv) be conclusive and binding absent manifest error) that it hassubject to the Uniform Customs and/or ISP98, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the Closing Datelaws of the State of New York. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and hereby irrevocably and unconditionally agrees toderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, purchase from unless the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the other Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower (which may support the obligations of any Subsidiary of the Parent Borrower) on any Business Day from the Closing Date to, but not including, the Swingline Lender may, in its sole discretion, make Loans thirtieth (each a “Swing Loan”30th) available Business Day prior to the Borrower under the Revolving Loan Commitments Credit Maturity Date in such form as may be approved from time to time on any Business Day during by the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a standby letter of credit issued to support the obligations of the Parent Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits ISP98,, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms hereofpurport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall be available on prohibit, or request that the Closing Date. Immediately Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the making Issuing Lender with respect to letters of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.Issuing 47 103755581_3 119311063_5

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (the Swingline Lender may, in its sole discretion, make Loans (each a “Swing LoanLetters of Credit”) available to for the Borrower under account of the Revolving Loan Commitments from time to time Borrowers on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (i) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (ii) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (A) be denominated in Dollars in a minimum amount of $100,000.00, (yor such lesser amount as agreed to by the Issuing Lender), (B) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrowers or any Swing other Loan Party, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during no later than the period commencing on Maturity Date unless the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 L/C Obligations have been satisfied or waived. Each Swing Loan shall Cash Collateralized no later than the Maturity Date and (D) be a Base Rate Loan and must be repaid subject to the Uniform Customs and/or ISP98, as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of Texas. The Issuing Lender shall not at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), the Swingline Issuing Lender may, in its sole discretion, make Loans agrees to issue standby letters of credit (each a the “Swing LoanLetters of Credit”) available to for the account of the Borrower under the Revolving Loan Commitments from time to time or any Restricted Subsidiary thereof on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitmenttime by the Issuing Lender; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (yor such lesser amount as agreed to by the Issuing Lender), (ii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months (or such longer period as the Issuing Lender may agree) after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest error) no later than one year after the Maturity Date (provided that it has, or by such Swing Loan may have, Fronting Exposure or (z) during any Letter of Credit outstanding after the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan Maturity Date shall be a Base Rate Loan Cash Collateralized) and must (iv) be repaid subject to ISP98, as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, shall be available on the Closing Datelaws of the State of New York. Immediately upon the making of a Swing Loan, each Revolving The Issuing Lender shall not at any time be deemed toobligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to issue and hereby irrevocably and unconditionally agrees toderivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, purchase from unless the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Parties contained hereinLenders set forth in Section 3.4(a), the Swingline Issuing Lender may, in its sole discretion, make Loans agrees to issue standby letters of credit (each a the “Swing LoanLetters of Credit”) available to for the account of the US Borrower under the Revolving Loan Commitments from time to time or any Subsidiary thereof on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the US Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender of the Existing Letters of Credit shall be deemed toconstitute, for all purposes of this Agreement and hereby irrevocably the other Loan Documents, a Letter of Credit issued and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanoutstanding hereunder.

Availability. (i) Subject to the terms and conditions of set forth in this Agreement Agreement, each Revolving Loan Lender hereby severally and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, not jointly agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Initial Funding Date through to the Final Availability Date Termination Date, revolving loans (each individually, a "Revolving Loan" and, collectively, the "Revolving Loans"), in an amount which shall not exceed, in the aggregate principal amount at any time outstanding not to exceed its Swingline outstanding, such Lender's Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would outstanding at any one time shall not exceed the then Maximum Revolving Loan Balance, Amount. (yii) if it shall determine with respect to any Swing Loan (which determination All Revolving Loans under this Agreement shall be conclusive made by the Lenders simultaneously and binding absent manifest error) proportionately to their respective Pro Rata Revolving Loan Shares, it being understood that it has, or no Lender shall be responsible for any failure by such Swing any other Lender to perform its obligation to make a Loan may have, Fronting Exposure or (z) during hereunder and that the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making Loan Commitment of any Swing Loan, the Swingline Lender may but shall not be required increased or decreased without the prior written consent of such Lender as a result of the failure by any other Lender to determine that, or take notice whether, perform its obligation to make a Revolving Loan. The failure of any Lender to make available to the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Agent any Borrowing of the Revolving Loan Commitments shall be a Base Rate not relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender's Pro Rata Revolving Loan and must be repaid as provided herein, but in Share of any event must be repaid in full Borrowing of the Revolving Loan Commitments on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may date such funds are to be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, made available pursuant to the terms hereofof this Agreement. (iii) Revolving Loans may be prepaid pursuant to Section 2.05, and, subject to the provisions of this Agreement, any amounts so prepaid may be reborrowed, up to the amount available under this Section 2.02(a) at the time of such Borrowing, until the Business Day immediately preceding the Final Maturity Date. Each Lender's Revolving Loan Commitment shall expire, and each Revolving Loan then outstanding shall mature and be repaid by the Borrower, without further action on the part of the Lenders, on the Final Maturity Date. (iv) Revolving Loans made on any Funding Date shall be available on in the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the aggregate minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof. (v) The Borrower shall from time to time effect a prepayment of the outstanding Revolving Loans (such Swing Loanamount, a "Cleandown") so as to cause the aggregate outstanding principal amount of the Revolving Loans to be not more than (A) $85,000,000, for at least 15 consecutive days in the Fiscal Year beginning on January 29, 1995 and (B) $50,000,000, for at least 30 consecutive days in each Fiscal Year thereafter (each such period, a "Cleandown Period"). Promptly after the end of any Cleandown Period, the Borrower shall notify the Agent that a Cleandown Period has occurred and the Agent shall notify the Lenders.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, Balance and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived; provided, however, that no Swing Loans shall be made during the period starting on the first Business Day after the receipt by the Swingline Lender of notice from Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit Parties contained herein, in an aggregate amount not to exceed its L/C Commitment for the Swingline Lender may, in its sole discretion, make Loans account of the Parent Borrower (each a “Swing Loan”which may support the obligations of any Subsidiary of the Parent Borrower) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum Revolving Loan BalanceL/C Commitment, (yb) if it shall determine the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Revolving Credit Outstandings with respect to the Parent Borrower would exceed the Parent Borrower Sublimit. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the Issuing Lender), (ii) be a standby letter of credit issued to support the obligations of the Parent Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) 54537432_8 expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which determination date shall be conclusive no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and binding absent manifest error(iv) that it hasbe subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or by any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Swing Loan may haveLetter of Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, Fronting Exposure or any unreimbursed loss, cost or expense that was not applicable, in effect as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (zC) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied 5.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided hereinmodifications of any outstanding Letters of Credit, but in any event must be repaid in full on unless the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loancontext otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue standby Letters of Credit Parties contained herein, for the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to account of the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Revolving Credit Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of all outstanding Revolving Loans Credit Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Maximum Revolving Loan BalanceCredit Commitment. Each Letter of Credit shall (i) be in a minimum amount of $25,000, (yii) if it shall determine with respect be a standby letter of credit issued to support obligations of the Borrower or any Swing Loan of the Subsidiary Guarantors, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which determination date shall be conclusive no later than the earlier of (A) one year from the date of issuance of such Letter of Credit and binding absent manifest error(B) that it has, or by such Swing Loan may have, Fronting Exposure or the fifth (z5th) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required prior to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within Credit Maturity Date and (iv) be subject to the limits Uniform Customs and/or ISP98, as set forth in the first sentence Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of this clause (i)the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue, amounts and L/C Participants shall have no obligation to participate in, any Letter of Swing Loans repaid may Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be re-borrowed deemed to be Letters of Credit issued and outstanding under this clause (i). For Agreement on and after the avoidance Closing Date; provided, however, that such Existing Letters of doubtCredit shall be replaced by letters of credit issued by ▇▇▇▇▇ Fargo, Swing Loansas Issuing Lender, pursuant to and under the terms hereof, shall be available on the Closing Date. Immediately of this Agreement upon the making of a Swing Loanexpiration and/or maturity thereof and shall not otherwise be extended, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanrenewed or modified.

Availability. Subject 6.1.1 Other than as a result of a FORCE MAJEURE event and/or a reason outside of the CONTRACTOR’s control, if after COMMENCEMENT DATE and during the NORMAL OPERATING HOURS any HELICOPTER is not AVAILABLE (provided that such non- AVAILABILITY shall not occur due to fault attributable to the terms and conditions of this Agreement and CONTRACTOR), the SERVICES rates shall be reduced as calculated in reliance upon accordance with the representations and warranties Exhibit B. The term “outside of the Credit Parties contained hereinCONTRACTOR’s control” shall be limited to the following occurrences: (a) weather conditions outside the limits of operation stated in the CONTRACTOR’s operations manual; (b) any act, law, regulation or directive of the GOVERNMENT (coming into force after the EFFECTIVE DATE) making flight operations impossible. This includes Airworthiness Directives (AD) of regulatory authorities, however the rectification period as per the announced AD shall be agreed by the COMPANY; (c) the issuance of a recommendation to suspend or the suspension of the operation of the HELICOPTER on the advice of HELICOPTER’s manufacturer or regulatory authority; or (d) any act of prevention by the COMPANY. 6.1.2 The CONTRACTOR shall inform the COMPANY the MAJOR MAINTENANCE schedule for at least one (1) month in advance. Such MAJOR MAINTENANCE schedule shall be mutually agreed by the PARITES. On any occasion where the CONTRACTOR conducts MAJOR MAINTENANCE longer than the agreed period, such delay shall be considered as unavailability (hours) unless downtime allowance is applied. Such unavailability (hours) shall be deducted from the Monthly Standing Charge (MSC) in accordance with Exhibit B. The amount calculated under this sub-article is in addition to any other rights or remedies of the COMPANY under the CONTRACT or at law. 6.1.3 On any occasion where the CONTRACTOR is unable to make the HELICOPTER AVAILABLE within one (1) hour after receiving the COMPANY’s notification to perform medevac flight, the Swingline Lender may, delay in its sole discretion, make Loans making HELICOPTER AVAILABLE within one (each 1) hour shall be counted as unavailability (hours). Such unavailability (hours) shall be deducted from the MSC in accordance with Exhibit B. The amount calculated under this sub-article is in addition to any other rights or remedies of the COMPANY under the CONTRACT or at law. 6.1.4 The CONTRACTOR shall be allowed a “Swing Loan”maximum downtime allowance of twenty-four (24) available hours during NORMAL OPERATING HOURS per month per PERMANENT HELICOPTERS for maintenance and/or rectification and/or repair in addition to the Borrower time allowed for scheduled MAJOR MAINTENANCE. Any unused monthly downtime allowances are not cumulative. Any downtime during NORMAL OPERATING HOURS in excess of twenty-four (24) hours shall be considered as unavailability (hours). Such unavailability hours shall stop counting if unavailable HELICOPTER is replaced by replacement HELICOPTER acceptable to and APPROVED by the COMPANY at no additional charge to the COMPANY during the replacement period. Such unavailability (hours) shall be deducted from the MSC in accordance with Exhibit B. The amount calculated under this sub-article is in addition to any other rights or remedies of the COMPANY under the Revolving Loan Commitments from time CONTRACT or at law. 6.1.5 If any HELICOPTER is not AVAILABLE while undergoing scheduled maintenance, including MAJOR MAINTENANCE, for more than seven (7) days, the CONTRACTOR shall provide replacement HELICOPTER acceptable to time on any Business Day and APPROVED by the COMPANY at no additional charge to the COMPANY during those periods of scheduled maintenance, including MAJOR MAINTENANCE. 6.1.6 In the event of an accident resulting in a ditching, or total or constructive total loss of the HELICOPTER, the CONTRACTOR shall use his best endeavors to replace it immediately but in no event later than seven (7) days with HELICOPTER acceptable to and APPROVED by the COMPANY. During such a period the Monthly Standing Charge (MSC) set out in Exhibit B shall cease from the Closing Date through day following the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided that ditching, loss or the Borrower constructive total loss until the replacement HELICOPTER is AVAILABLE. No additional charge including mobilization charges shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) apply to the extent that after giving effect to such Swing Loanreplacement HELICOPTER. 6.1.7 If any HELICOPTER is not AVAILABLE for more than seven (7) days for whatever reason, except for the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained case specified in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be resub-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loanarticles 6.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans denominated in Dollars available to the U.S. Borrowers (each a “Swing U.S. Swingline Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its the U.S. Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanLimit; provided, furtherhowever, that the Swingline Lender shall may not make any Swing U.S. Swingline Loan (x1) to the extent that after giving effect to such Swing U.S. Swingline Loan, the U.S. Dollar Equivalent of the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan BalanceAmount, (y2) if it shall determine with respect to any Swing U.S. Swingline Loan, to the extent that after giving effect to such U.S. Swingline Loan, the aggregate principal amount of all U.S. Revolving Loans would exceed the Maximum U.S. Revolving Loan Amount, and (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z3) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing U.S. Swingline Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing U.S. Swingline Loan denominated in Dollars shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing U.S. Swingline Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans loans (each a “"Swing Loan”") available to the Borrower Borrowers under the Revolving Loan Commitments Swingline Commitment from time to time on any Business Day during the period from the Closing Date through the Final Availability Date end of the Revolving Loan Commitment Period in an aggregate principal amount at any time outstanding not to exceed its the Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of the Swing Loan and all Revolving Loans Loans, Letter of Credit Obligations and any unreimbursed L/C Reimbursement Obligations that have not been converted to a Revolving Loan would exceed the Maximum Revolving Borrowing Base Amount minus the outstanding principal amount of the Term Loan Balance, and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Administrative Agent or the Required Revolving Lenders that one or more of the conditions precedent contained set forth in Section 2.2 are 4.02 have not satisfied and ending when such conditions are been satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 4.02 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the last day of the Revolving Termination DateLoan Commitment Period. Within the limits set forth in the first sentence of this clause (ia), amounts of Swing Loans repaid may be re-borrowed reborrowed under this clause (ia). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, the Swingline each Committed Lender mayagrees, in its sole discretionseverally and not jointly, to make one or more Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments Borrower, from time to time on any Business Day during the period from the Closing Date through the Final Availability Date Period, in an aggregate principal amount at any time outstanding that will not to exceed result in such Committed Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Lender’s Loans exceeding its Swingline CommitmentCommitment or such Group’s Loans exceeding its Group Limit; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline a Committed Lender shall not be deemed to have satisfied its obligation to make any Swing a Loan hereunder (xsolely with respect to such Loan) to the extent any Conduit Lender in such Committed Lender’s Group funds such Loan in place of such Committed Lender in accordance with this Agreement, it being understood that after giving effect the Conduit Lender may fund a Loan in its sole discretion. It is expected that each Conduit Lender always will (but there shall be no obligation of any Conduit Lender to) fund the Loans through the issuance of Commercial Paper notes. Each Group Agent agrees that it will notify the Borrower if it elects to fund any portion of any Loan from the Lenders in its Group other than through the issuance of Commercial Paper notes and, in such event, of the time periods and the funding cost applicable to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more fundings. Each of the conditions precedent contained in Section 2.2 are not satisfied parties hereto hereby acknowledges and ending when such conditions are satisfied or duly waived. In connection with agrees that the making Group that includes Bank of any Swing LoanAmerica, the Swingline as Group Agent and Committed Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan include a Conduit Lender (unless and until a Conduit Lender shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, later join such Group pursuant to the terms hereof), shall be available on and each request by the Closing Date. Immediately upon Borrower for Loans by the making of a Swing Loan, each Revolving Conduit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from to be a request that the Swingline Committed Lender a risk participation in such Swing Loan in an amount equal to the product Group make its ratable share of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. Subject (a) ▇▇▇▇▇▇▇ agrees to make Advances to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date Company in an aggregate principal amount at any one time outstanding not to exceed its Swingline Commitment; provided the Maximum Availability Amount. Each Borrowing shall be made by an irrevocable duly executed Borrowing Notice delivered to ▇▇▇▇▇▇▇ (which notice must be received by ▇▇▇▇▇▇▇ no later than 10:00 a.m. (Tampa time) on the fifth (5th) Business Day prior to the date that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day. At ▇▇▇▇▇▇▇’▇ election, in lieu of delivering the above-described Borrowing Notice, any Authorized Person may give ▇▇▇▇▇▇▇ telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed with a Borrowing Notice within 24 hours of the giving of such notice and the failure to provide such Borrowing Notice shall not affect the validity of the request. (b) After receipt of a request for a Borrowing pursuant to Section 2.2(a), ▇▇▇▇▇▇▇ shall, by not later than 3:00 p.m. (Tampa time) on the applicable Funding Date, make available to Borrower by transferring immediately available funds equal to such requested Borrowing to the Designated Accounts designated by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loanfor such purpose; provided, furtherhowever, that the Swingline Lender ▇▇▇▇▇▇▇ shall not have no obligation to make any Swing Loan Advance if ▇▇▇▇▇▇▇ shall have actual knowledge that (x1) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the applicable conditions precedent set forth in Section 2.2 have 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been satisfied waived, or waived(2) the requested Borrowing would exceed the Maximum Availability Amount on such Funding Date. Each Swing Loan If at any time ▇▇▇▇▇▇▇ fails to make available to Borrower on an Applicable Funding Date an Advance in accordance with the provisions of this Section 2.2(b), the Company shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant permitted to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times borrow the amount of such Swing Loanthe Advance from the Other Lenders.

Availability. Subject to (i) The Concessionaire shall ensure that the terms and conditions Availability of this Agreement and in reliance upon each Facility on every day during the representations and warranties of O&M Period shall be 100% (the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day Guaranteed Availability). Provided that during the period from of a Scheduled Maintenance that is undertaken as per the Closing Date through approved Scheduled Maintenance Programme or as notified and approved in accordance with Clause 8.11 for the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; provided relevant Facility, the Concessionaire shall ensure that the Borrower Guaranteed Availability of such Facility is at least 95%. (ii) The 'Availability' of each Facility will be determined as a ratio of the number of hours in a day during which such Facility was available to convey, accept and treat the Sewage up to its Design Capacity, to the total number of hours in a day, and the term 'Available' shall not use be construed accordingly. (iii) In computing the proceeds Availability of any Swing Loan to refinance any outstanding Swing Loan; providedeach Facility, further, the Concessionaire agrees that the Swingline Lender shall not make any Swing Loan (x) Facility will be deemed to the extent that after giving effect to such Swing Loanbe Available at all times, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) other than during the period commencing of: (A) an Unscheduled Outage affecting such Facility; (B) a Power Outage affecting such Facility; (C) suspension of the O&M services for such Facility, for reasons attributable to the Concessionaire (in accordance with Clause 15.1 and 15.2); or (D) an Emergency affecting such Facility, attributable to the Concessionaire, during which the Facility will be deemed to be not Available. (iv) Notwithstanding anything to the contrary contained in this Agreement, during the period of a Forced Unavailability or a Force Majeure, the Facility affected by such Forced Unavailability or a Force Majeure will be deemed to be Available. (v) If the Availability for a Facility on any given day is less than the first Business Day after it receives Guaranteed Availability, the Executive Agency shall issue a notice to the Concessionaire requiring the Concessionaire to cure the default causing the reduction in Availability in 3 days. Any failure to cure the default and achieve the Guaranteed Availability within 3 days of receipt of the notice from Agent or the Required Revolving Lenders that one or more Executive Agency shall constitute a Concessionaire Event of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanDefault.

Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. Notwithstanding anything to the contrary contained in this Section 2.1.1(a), Advances may be made in excess of the Availability Amount (but not in excess of the Revolving Line then in effect) (such Advances referred to herein as “Nonformula Advances”) subject to the following terms and conditions: (i) such Nonformula Advances may be made solely during the last five (5) Business Days of any fiscal month or quarter, as the case may be, commencing with the month ending December 31, 2010; (ii) prior to any Nonformula Advance, the Borrower must provide (A) evidence satisfactory to Bank that it is in pro forma compliance in all respects with the financial covenants set forth in Section 6.7(a) of this Agreement and (B) a duly completed and executed Notice of Borrowing which requests such Nonformula Advance and directs the repayment of such Nonformula Advance within the time frame provided in reliance upon the representations and warranties of the Credit Parties contained clause (iv) herein, (iii) on the Swingline Lender mayday of such Nonformula Advance, in its sole discretionbut no later than five (5) Business Days thereafter, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitmentmust provide a duly completed Borrowing Base Report, Deferred Revenue Report and a duly completed and executed Borrowing Base Certificate; provided provided, however, that the Borrower shall not use be required to deliver the proceeds of documentation required pursuant to this clause (iii) if the Borrower has repaid such Nonformula Advance within the time frame provided in clause (iv) herein; and (iv) the Borrower shall repay any Swing Loan to refinance any outstanding Swing Loan; provided, further, and all Nonformula Advances on or before the fifth (5th) Business Day after the applicable fiscal month or quarter end. In the event that the Swingline Lender Borrower shall not make any Swing Loan (x) fail to repay the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balanceany Nonformula Advance as provided in this Section 2.1.1(a)(iii), (y) if it shall determine with respect to any Swing Loan (which determination such Advance shall be conclusive deemed an Advance that is not a Nonformula Advance and binding absent manifest error) that it hasshall be subject to the terms and conditions of this Agreement, or by such Swing Loan may haveincluding, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loanwithout limitation, the Swingline Lender may but shall not be required to determine that, or take notice whether, Availability Amount and the conditions precedent provisions set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan2.2.”

Availability. Subject to the terms and conditions of this Agreement and hereof, the Issuing Lender, in reliance upon on the representations and warranties agreements of the Credit Parties contained hereinother Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the Swingline Lender may“Letters of Credit”) for the account of the Borrower (or, in its sole discretionthe case of the Existing Letters of Credit, make Loans (each a “Swing Loan”for the account of Fossil Partners) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through but not including the Final Availability fifth (5th) Business Day prior to the Maturity Date in an aggregate principal amount at any such form as may be approved from time outstanding not to exceed its Swingline Commitment; provided that time by the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing LoanIssuing Lender; provided, further, that the Swingline Issuing Lender shall not make have no obligation to issue any Swing Loan (x) to the extent that Letter of Credit if, after giving effect to such Swing Loanissuance, (a) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Commitment or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $50,000 (or such lesser amount as agreed to by the Issuing Lender), (yii) if it shall determine with respect be a letter of credit issued to support obligations of the Borrower or any Swing Loan of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which determination date shall be conclusive and binding absent manifest errorno later than the fifth (5th) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from Agent or prior to the Required Revolving Lenders that one or more of Maturity Date and (iv) be subject to the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing LoanUniform Customs and/or ISP98, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence Letter of this clause (i)Credit Application or as determined by the Issuing Lender and, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereofextent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be available on obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date. Immediately upon the making of a Swing Loan, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit Commitment.

Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the US Swingline Lender may, in its sole discretion, make Loans denominated in Dollars (each a “US Swing Loan”) available to the US Borrower under the Aggregate US Revolving Loan Commitments Commitment from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its US Swingline Commitment; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherhowever, that the US Swingline Lender shall may not make any US Swing Loan (x) to the extent that after giving effect to such US Swing Loan, the aggregate principal amount of all US Revolving Loans would exceed the Maximum US Revolving Loan Balance, Balance or the aggregate principal amount of all Swing Loans outstanding on such date would exceed the US Dollar Equivalent of $10,000,000 (the “Swingline Sublimit”) and (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on the first Business Day after it receives notice from US Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any US Swing Loan, the US Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each US Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of US Swing Loans repaid may be re-borrowed reborrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing Loan.

Availability. (i) Subject to the terms and conditions of set forth ------------ in this Agreement Agreement, each Lender hereby severally and in reliance upon the representations and warranties of the Credit Parties contained herein, the Swingline Lender may, in its sole discretion, not jointly agrees to make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Effective Date through to the Final Availability Date Termination Date, revolving loans (each individually, a "Loan" and, collectively, the "Loans"), in an amount which, together with such Lender's Pro Rata Share of the outstanding Letters of Credit Obligations, shall not exceed, in the aggregate principal amount at any time outstanding not to exceed its Swingline Commitmentoutstanding, the lesser of (A) such Lender's Commitment and (B) such Lender's Pro Rata Share of the Borrowing Base Amount then in effect; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate principal amount of all Revolving Loans would outstanding at any one time shall not exceed the then Maximum Revolving Loan Balance, Amount. (yii) if it shall determine with respect to any Swing Loan (which determination All Loans under this Agreement shall be conclusive made by the Lenders simultaneously and binding absent manifest error) proportionately to their respective Pro Rata Shares, it being understood that it has, or no Lender shall be responsible for any failure by such Swing any other Lender to perform its obligation to make a Loan may have, Fronting Exposure or (z) during hereunder and that the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making Commitment of any Swing Loan, the Swingline Lender may but shall not be required increased or decreased without the prior written consent of such Lender as a result of the failure by any other Lender to determine that, or take notice whether, perform its obligation to make a Loan. The failure of any Lender to make available to the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan Administrative Agent any Borrowing of the Commitments shall be a Base Rate Loan and must be repaid as provided herein, but in not relieve any event must be repaid in full other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender's Pro Rata Share of any Borrowing of the Commitments on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing Loans repaid may date such funds are to be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, made available pursuant to the terms hereofof this Agreement. (iii) Loans may be prepaid pursuant to Section 2.04, and, subject ------------ to the provisions of this Agreement, any amounts so prepaid may be reborrowed, up to the amount available under this Section 2.01(a) at ---------------- the time of such Borrowing, until the Business Day immediately preceding the Final Maturity Date. Each Lender's Commitment shall expire, and each Loan then outstanding shall mature and be repaid by the Borrower, without further action on the part of the Lenders, on the Final Maturity Date. (iv) Loans made on any Funding Date shall be available on in the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the aggregate minimum amount of $1,000,000 and in integral multiples of $1,000,000 in excess thereof. (v) Each calendar year, the Borrower shall effect a prepayment of the outstanding Loans (such Swing Loanamount, a "Cleandown") so as to cause no Loans to be outstanding for a period of 30 consecutive days (each such period, a "Cleandown Period"). Within 15 days after the end of any Cleandown Period, the Borrower shall notify the Administrative Agent that a Cleandown Period has occurred and the Administrative Agent shall notify the Lenders.

Availability. (a) Subject to the terms and conditions set forth in this Loan Agreement, and provided no Potential Event of this Agreement Default or Event of Default shall have occurred and in reliance upon the representations and warranties of the Credit Parties contained hereinbe continuing, the Swingline Lender may, in its sole discretion, hereby agrees to make Loans (each a “Swing Loan”) available to the Borrower under or to any other Person described on Schedule 2.01 attached hereto as directed by the Revolving Borrower pursuant to this Loan Commitments Agreement from time to time on any Business Day during the period from Equipment Line of Credit Period, equipment line of credit loans (hereinafter each individually referred to as an "Equipment Line of Credit/Term Loan" and collectively, the Closing Date through the Final Availability Date "Equipment Line of Credit/Term Loans"), in an amount which shall not exceed in the aggregate principal amount at any time outstanding not to the $5,000,000.00 principal amount of the Equipment Line of Credit/Term Loan Facility. If the outstanding principal amount of the Equipment Line of Credit/Term Loans shall intentionally or unintentionally exceed its Swingline Commitment; provided that the amount of the $5,000,000.00 principal amount of the Equipment Line of Credit/Term Loan Facility at any time, such excess shall be (1) immediately payable by the Borrower to the Lender, (2) deemed secured by the Collateral and (3) subject to the terms of this Loan Agreement. No new or additional Equipment Line of Credit/Term Loan shall not use be made during the proceeds Equipment Line Term Period. The Equipment Line of Credit/Term Loans shall be evidenced by the Equipment Line of Credit/Term Loan Note. The Lender is hereby authorized to record the dates and amounts of each Equipment Line of Credit/Term Loan made by the Lender and the dates and amounts of each payment or prepayment of principal thereof on "Schedule 1" annexed to and constituting a part of the Equipment Line of Credit/Term Loan Note, and any Swing Loan to refinance any outstanding Swing Loansuch recordation shall constitute prima facie evidence of the accuracy of the information as recorded; provided, further, that the Swingline Lender shall not make any Swing Loan (x) to the extent that after giving effect to such Swing Loanhowever, the aggregate principal amount of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine failure to make such notation with respect to any Swing Borrowing shall not otherwise affect the obligation of the Borrower to the Lender under this Loan Agreement or the Equipment Line of Credit/Term Loan Note. (which determination shall b) During the Equipment Line of Credit Period, Equipment Line of Credit/Term Loans may be conclusive and binding absent manifest error) that it hasvoluntarily prepaid pursuant to Section 2.04 hereof and, or by such Swing subject to the provisions of this Loan Agreement, any amounts so prepaid may havebe reborrowed, Fronting Exposure or (z) during until the period commencing on the first Business Day after it receives notice from Agent or next preceding the Required Revolving Lenders that one or more Equipment Line of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Credit Termination Date. Within The Lender's commitment to make Equipment Line of Credit/Term Loans shall expire on the limits set forth in the first sentence Equipment Line of this clause (i)Credit Termination Date, amounts and all Equipment Line of Swing Credit/Term Loans repaid may be re-borrowed then outstanding shall, provided no Potential Event of Default or Event of Default exists under this clause Loan Agreement, (i). For 1) be converted to a term loan and (2) commence amortizing during the avoidance of doubtEquipment Line Term Period, Swing Loans, pursuant to the terms hereof, shall be available on the Closing Date. Immediately upon the making of a Swing Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation all as more fully provided for in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanSection 2.01(v) below.