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 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 xxxxx xxxxx 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 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 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 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 xxxxx xxxxx 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, 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 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 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 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 xxxxx xxxxx 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 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 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 Xxxxxx’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 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 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, 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 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, 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), 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 3.8, make Loans any Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date to but not including the fifth (each a “Swing Loan”5th) available Business Day prior to the Borrower under the Revolving Loan Commitments 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 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 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 acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iii) be 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 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 expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good xxxxx xxxxx material to it, or (zB) 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 6.2 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 (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 xxxxx xxxxx 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, 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 hereof, each Issuing Lender, in reliance upon on the representations and warranties agreements of the Lenders set forth in Section 3.4(a), agrees to issue standby Letters of Credit Parties contained hereinand commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of Borrower or, the Swingline Lender maysubject to Section 3.10, in its sole discretionany Subsidiary thereof, make Loans (each a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time Letters of Credit may be issued 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 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, (i) the aggregate principal amount of all Revolving Loans L/C Obligations would exceed the Maximum L/C Sublimit or (ii) the Revolving Loan BalanceCredit Outstandings would exceed the Commitment. Each Letter of Credit shall (i) be denominated in Dollars, (yii) if it 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 determine be no later than the fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the ISP98 or, with respect to commercial letters of credit UCP 600, as applicable, 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 Swing Loan time be obligated to issue any Letter of Credit hereunder if (which determination i) any order, judgment or decree of any Governmental Authority or arbitrator shall be conclusive and binding absent manifest error) that it hasby its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or by any Applicable 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 Closing Date, or the Required Revolving Lenders any unreimbursed loss, cost or expense that one was not applicable, in effect or more known to such 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 xxxxx xxxxx material to it, the Swingline Lender may but shall not be required to determine that, or take notice whether, (ii) the conditions precedent set forth in Section 2.2 have been satisfied 6.2 are not satisfied, or waived. Each Swing Loan shall (iii) the proceeds of which would be a Base Rate Loan and must be repaid as provided hereinmade available to any Person (x) to fund any activity or business of or with any Sanctioned Person, but or in any event must be repaid Sanctioned Country or (y) in full on any manner that would result in a violation of any Sanctions by any party to this Agreement. 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 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 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 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 Ixxxxxx Xxxxxx 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 fxxxx xxxxx 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 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 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, 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, Letters of Credit may be issued 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 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 Sublimit or (b) the Revolving Loan BalanceCredit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, (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 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 haveIssuing Lender as of the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it, Fronting Exposure 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 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or waivedmodifications of any outstanding Letters of Credit, unless the context otherwise requires. 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 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 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. (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 (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, 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. (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 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 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 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 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 may be agreed to by the Administrative Agent and the 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) 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 (x) such issuance would conflict with, and hereby irrevocably and unconditionally agrees toor cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, purchase from any Applicable Law or (y) any L/C Participant is at that time a Defaulting Lender, unless the Swingline Issuing Lender a risk participation in such Swing Loan in an amount equal has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the product of Issuing Lender (in its sole discretion) with the Borrower or such Revolving L/C Participant, to eliminate the Issuing Lender’s Commitment Percentage times actual or potential Fronting Exposure (after giving effect to Section 5.15(a)(iv)) with respect to the amount Defaulting Lender arising from either the Letter of such Swing LoanCredit 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. 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 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 xxxxx xxxxx 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 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 Section 2.4(iv)(c), as if all references in Section 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 CommitmentTermination Date; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, furtherPROVIDED, 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 Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and (C) all outstanding Bid Rate Loans at such time, (ii) the conditions precedent contained in Section 2.2 are not satisfied Borrowing Base Availability at such time and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, (iii) 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. 5.1 Subject to the terms Facility Agent’s prior satisfaction that the conditions set out in Clauses 4 and 5.2-5.4 have been fulfilled the Facilities are available to be drawn by the Borrower. 5.2 Each Term Loan is available to be drawn provided the following conditions are met: (a) not later than 10:00 a.m. three Banking Days prior to the requested Drawdown Date the Facility Agent shall have received a duly executed Drawdown Notice; (b) the requested Drawdown Date is a Banking Day; (c) evidence satisfactory to the Facility Agent that, after giving effect to the making of the Term Loans requested to be made on the first Drawdown Date and to the application of the proceeds thereof, (i) Navico shall have accepted for payment, in the manner provided in the Offer to Purchase, and shall own, of record and beneficially, all Target Shares being acquired with the proceeds of such Term Loan(s) (provided, solely for purposes of this sub-section (i), up to 75 per cent of the Target Shares accepted by Navico pursuant to the Offer that have been tendered by means of a notice of guaranteed delivery shall be deemed to be owned, of record and beneficially, as of the date Navico accepted such Target Shares) and (ii) the Security Agent shall have a security interest in such Target Shares tendered in “good order” and owned by Navico with such proceeds, and that such security interest is duly perfected by the Security Agent’s “control” (within the meaning of Section 8-106 of the Uniform Commercial Code in effect in the State of New York) of such Target Shares; and (d) Term Loan A and/or the Subordinated Term Loan may not be drawn to the extent that this would mean that the aggregate borrowing under the Subordinated Term Loan and the Term Loan A would at any time exceed 60% of the Enterprise Value. (e) Upon drawdown of Term Loan B the applicable Term Loan Commitment shall be adjusted to equal the Term Loan B EUR Amount as set out in Clause 4.1. In the period until the earlier of (i) ninety days from the date of this Agreement and in reliance upon the representations and warranties (ii) completion of the Merger, borrowings under Term Loan A and the Subordinated Term Loan shall be consolidated at the end of each interest period as set out in Clause 7.2 second sub-section. 5.3 The Borrower may utilize the Revolving Credit Parties contained herein, Facility on a revolving basis so that any amounts repaid prior to the Swingline Lender may, in its sole discretion, make Loans (each a “Swing Loan”) Term Date may be redrawn by the Borrower subject to the conditions of this Agreement. A Drawing will be made available to the Borrower, if: (a) not later than 10:00 a.m. three Banking Days prior to the requested Drawdown Date of such Drawing the Facility Agent shall have received a duly completed Drawdown Notice; (b) the requested Drawdown Date is a Banking Day prior to the Term Date; (c) the requested amount and Currency of any Drawing is available to the Banks in the Norwegian interbank market, the Euro interbank market and/or the London interbank market; (d) the amount of such Drawing shall be a minimum of USD 2,500,000 and integral multiples of USD 500,000 or the equivalent thereof in any Currency, in such case equal to the minimum of the equivalent of USD 2,500,000 when applying the Agent’s Spot Rate or the balance of the Revolving Credit Facility undrawn on the requested Drawdown Date; (e) the Drawdown Notice shall be irrevocable and the Borrower shall be bound to accept the Drawing in accordance with the Drawdown Notice; (f) the Borrower shall from 1 January 2008 and thereafter ensure that the aggregate Drawings under the Revolving Loan Commitments from time Credit Facility (as confirmed in a certificate signed by two authorised signatories of the Borrower provided to time on the Facility Agent within five Banking Days after the end of each calendar year) shall not for a period of at least five successive Banking Days exceed USD 1,000,000 (“Clean Down Period”) or the equivalent in any Business Day during Currency in each calendar year. There must be at least three months between each Clean Down Period; and (g) the period from the Closing Date through the Final Availability Date in an aggregate principal amount number of Drawings shall not exceed ten 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 time. 5.4 The aggregate principal amount of all Revolving Loans would exceed the Maximum outstanding hereunder, including any requested Revolving Loan BalanceLoan, (y) if it shall determine with respect to may not on 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 requested Drawdown Date and/or on the first Business Day after it receives notice from Agent or day of an Interest Period, when applying the Required Agent’s Spot Rate, exceed the aggregate 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 waivedCredit Facility Commitments. In connection with the making of any Swing LoanIf on a requested Drawdown Date, the Swingline Lender may but shall not aggregate amount outstanding under the Revolving Credit Facility (including any requested Drawing), when applying the Agent’s Spot Rate, exceeds the aggregate Revolving Credit Facility Commitments (the “Excess Amount”): (a) the amount requested to be required to determine that, or take notice whether, drawn under the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan Revolving Credit Facility 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 reduced by an amount equal to the product of such Revolving Lender’s Commitment Percentage times Excess Amount; and (b) if the amount requested to be drawn under the Revolving Credit Facility is insufficient to cover the Excess Amount, the Borrower shall prepay an amount sufficient to ensure that, as at the requested Drawdown Date, the aggregate amount outstanding under the Revolving Credit Facility does not exceed the aggregate Revolving Credit Facility Commitments. For the purpose of this Clause 5.4, a determination by the Facility Agent of a rate or amount under any agreement referred to will, in the absence of manifest error, be conclusive evidence of the matters to which they relate. 5.5 If on any Interest Payment Date, the aggregate amount outstanding under the Term Loan B, when applying the Agent’s Spot Rate, exceeds the aggregate applicable Term Loan Commitment (the “Excess Amount”); then the Borrower shall prepay an amount sufficient to ensure that, as of the relevant Interest Payment Date, the aggregate amount outstanding under the Term Loan B does not exceed the aggregate applicable Term Loan Commitment. For the purpose of this Clause 5.5, a determination by the Facility Agent of a rate or amount under any agreement referred to will, in the absence of manifest error, be conclusive evidence of the matters to which they relate. 5.6 The Borrower may in the period up to 30 June 2006 nominate the Target as additional “Borrower” of Revolving Loans under the Revolving Credit Facility (the “Additional Borrower”). When such Swing LoanAdditional Borrower is approved by the Facility Agent acting on the instructions of the Banks, then the Borrower shall automatically become a Guarantor for the Revolving Loans drawn by the Additional Borrower under the Revolving Credit Facility. The Borrower and the Additional Borrower shall execute a Borrower Accession Agreement substantially in the form of Schedule 13 confirming the nomination of Target as Additional Borrower. The nomination of Target as Additional Borrower shall become effective (the “Effective Date”) when the Facility Agent has countersigned the Borrower Accession Agreement. The Obligors irrevocably consent to the nomination of Target as Additional Borrower of Revolving Loans and agree that the addition of Target as borrower will not in any way affect, reduce or limit their liability as set out in the Finance Documents. The nomination of Target as Additional Borrower shall be subject to the delivery of the following documents in form and substance satisfactory to the Facility Agent: (a) in respect of the Additional Borrower, the documents referred to in Clause 4.1.1; (b) in respect of the Borrower, the documents referred to in Clause 4.1.2; (c) to the extent requested by the Facility Agent, any amendment to the Finance Documents duly signed by all parties thereto; (d) such legal opinions as the Facility Agent requests; (e) any other conditions precedents deemed necessary by the Facility Agent. From the Effective Date the Borrower shall become a Guarantor of Revolving Loans drawn by the Additional Borrower. Wherever this Agreement refers to the “Borrower” it shall be deemed also to refer to the Additional Borrower where applicable mutatis mutandis. Delivery of a Borrower Accession Agreement to the Facility Agent, executed by the Borrower and the Additional Borrower, constitutes confirmation by the Additional Borrower and the Borrower that the representations and warranties set out in Clause 10.1 are then correct. 5.7 The Borrower may request that any of the Obligors becomes a Borrower of existing Loans. That Obligor shall become a Borrower if: (a) all the Banks approve that Obligor as Borrower; (b) the Borrower and that Obligor deliver to the Facility Agent a duly completed and executed Accession Letter; (c) the Borrower confirms that no Event of Default is continuing or would occur as a result of that Obligor becoming a New Borrower; (d) in respect of the New Borrower; the documents referred to in Clause 4.1.1; (e) in respect of the Borrower, the documents referred to in Clause 4.1.2; (f) to the extent requested by the Facility Agent, any amendment to the Finance Documents duly signed by all parties thereto; (g) such legal opinions as the Facility Agent requests; and (h) any other conditions precedents deemed necessary by the Facility Agent. When such New Borrower is approved by the Facility Agent acting on the instructions of the Banks, then the Borrower shall automatically become a Guarantor for any Loans assumed by the New Borrower. The Borrower and the New Borrower shall execute an Accession Letter substantially in the form of Schedule 14 confirming the New Borrower as borrower. The nomination of New Borrower as borrower shall become effective when the Facility Agent has countersigned the Accession Letter. The Obligors irrevocably consent to any change of borrower approved by the Banks and agree that the change of borrower will not in any way affect, reduce or limit their liability as set out in the Finance Documents. Delivery of an Accession Letter to the Facility Agent, executed by the Borrower and the New Borrower, constitutes confirmation by the New Borrower and the Borrower that the representations and warranties set out in Clause 10.1 are then correct. 5.8 The Borrower hereby undertakes that the Facilities shall be applied in accordance with the purpose set out in Clause 1. 5.9 The Borrower shall indemnify each Bank against any loss or expense which the Banks may sustain or incur for whatsoever reason as a consequence of a Drawing or the Term Loans not being drawn after a Drawdown Notice has been served by the Borrower, including but not limited to any loss or expenses incurred to fund the Drawing or the Term Loans.

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 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 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 reasonably 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, 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 The Borrower will not permit the sum of Availability, plus the Canadian Availability and the European Availability (as those terms are defined in the Canadian Credit Agreement), to be less than the terms following amounts during the following periods: (i) $1,500,000 beginning on September 29, 2008 and conditions of this Agreement continuing through and including November 30, 2008, and (ii) $2,000,000 at all times prior to September 29, 2008 and beginning on and at all times after December 1, 2008." By signing in reliance upon the representations space provided below and warranties accepting the increased liquidity resulting from the above amendment and restatement 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 availability covenant set forth in Section 2.2 have been satisfied or waived2.6(d), Bxxxxxxx agrees that it will use the proceeds generated from such amendment solely in connection with expenses associated with the completion of the Hxxxxxx Xxxxxx Order. Each Swing Any use of such proceeds other than in connection with expenses associated with completion of the Hxxxxxx Xxxxxx Order will constitute an Event of Default under the Credit Agreement. The Credit Agreement, all of the Loan shall be a Base Rate Loan Documents and must be repaid as provided herein, but in any event must be repaid each term and condition thereof remain in full force and effect as amended hereby. Borrower reaffirms, ratifies and approves all of its obligations under the Credit Agreement and the Loan Documents, as amended hereby, and represents and warrants that no further approvals or authorizations are necessary for Borrower to execute this Letter Agreement. At the same time, nothing in this Letter Agreement is intended to waive, or shall waive, any Defaults or Events of Default that exist under the Credit Agreement or the Loan Documents on the Revolving Termination Datedate hereof (including without limitation the Defaults and Events of Default identified in Lender's letters to Borrower dated September 5, 2008 and September 23, 2008); all of Lender's rights and remedies with respect to such Defaults or Events of Default are expressly preserved. Within This Letter Agreement contains the limits set forth entire understanding of the parties in connection with the first sentence of this clause (i)subject matter hereof and cannot be changed or terminated orally. All prior agreements, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For understandings, representations, warranties and negotiations regarding the avoidance of doubt, Swing Loans, pursuant to the terms subject matter hereof, shall be available on the Closing Dateif any, are merged into this Letter Agreement. Immediately upon the making of a Swing Loan, each Revolving Lender This Letter Agreement shall be deemed topart of the Credit Agreement and the Loan Documents for all purposes and may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, 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 all of such Revolving Lender’s Commitment Percentage times counterparts together shall constitute but one and the amount same agreement. Further, facsimile copies of such Swing Loan.signatures shall be treated as original signatures for all purposes. Please sign below to indicate your acknowledgment and agreement with the foregoing terms. Very truly yours, HXXXXXX XXXXXX CORP. By: /s/ Pxxxx X. Xxxx Its: EVP & CFO [Acknowledgment signatures begin on next page] [Acknowledgment signatures continued from prior page] ACKNOWLEDGED AND AGREED TO this 29th day of September, 2008. DELPHAX TECHNOLOGIES INC. By: /s/ Gxxxxxx X. Xxxxxxx Its: CFO + VP, Finance DELPHAX TECHNOLOGIES CANADA LIMITED By: /s/ Gxxxxxx X. Xxxxxxx Its: CFO + VP, Finance

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 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 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 a Permitted Currency in a minimum amount to be 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 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 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 (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 (v) 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 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 3.1(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 xxxxx xxxxx 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 Xxxxx 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 the other Loan Documents, including, without limitation, Section 6.2(d) of this Agreement, 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, 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 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 (xa) to the extent that after giving effect to such Swing Loanany amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) 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, (y) if it shall determine with respect Swingline Commitment. Notwithstanding any provision herein 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 Loancontrary, the Swingline Lender and the 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 the Borrower and the Swingline Lender (the “Sweep Arrangement”). Except to the extent the Lenders have purchased participations therein pursuant to Section 2.2(b)(iii) below, 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 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 Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Swingline Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. All Swingline Loans shall be denominated in Dollars. Unless a Swingline Loan is sooner (i) refinanced by the advance of a Revolving Credit Loan pursuant to Section 2.4(b) or (ii) repaid by the Borrower on demand pursuant to Section 2.4(b)(ii), such Swingline 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 Revolving Termination Date. Within Borrower no later than seven (7) days after 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 advance of such Revolving Lender’s Commitment Percentage times the amount of such Swing Swingline 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, 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 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 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 12.1 The Loan will be made available as soon as the Borrower has complied with the following conditions: (a) the Borrower shall have accepted the terms hereof, such acceptance to be evidenced by the execution of this Agreement by a duly authorised officer or attorney on the Borrower’s behalf; (b) the Bank shall have obtained sufficient proof that the Borrower is duly constituted and is legally existing and in good standing pursuant to the terms laws of the place of its incorporation; (c) the Bank shall have received (i) a copy, certified by the Secretary or the Assistant Secretary or a Director of the Borrower to be a true and conditions complete copy, of resolutions of the Board of Directors of the Borrower authorising execution of this Agreement and the Security Documents to which it is or is to be a party as well as all other relevant documents and (ii) the original of any Power of Attorney issued by the Borrower pursuant to the aforesaid resolutions; (d) the Bank shall have received evidence satisfactory to it that the Vessel is duly registered and documented in reliance upon the representations and warranties name 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 Cyprus flag free and clear of any Swing Loan encumbrances, liens and debts of any kind or nature whatsoever with the exception of the Mortgage and the Assignment; (e) the agreed Security Documents and notices referred to refinance any outstanding Swing Loan; providedhereinabove have been duly executed by authorised signatories, furtherregistered in accordance with the relevant laws of the place of registration and delivered to the Bank’s lawyers; (f) the Bank shall have received evidence satisfactory to it, that the Swingline Lender Insurances in respect of the Vessel have been effected in accordance with the provisions of this Agreement and the Mortgage and are in effect and that the interest of the Bank in respect of such Insurances has been duly noted; (g) the Bank shall not make any Swing have obtained copies of all class certificates in respect of the Vessel; (h) the Bank or its lawyer shall have received evidence that all relevant governmental or quasi governmental approvals, consents or licenses as referred to herein or otherwise required in respect of the Loan (x) and its repayment to the extent that after giving effect Bank have been obtained and are in full force and effect; (i) the Bank shall have received all such further documents including legal opinions as the Bank may deem reasonably necessary; (j) the Bank shall have received a copy (duly certified to such Swing Loan, be a true and complete) of the aggregate principal amount management agreement (herein the “Management Agreement”) in respect of all Revolving Loans would exceed the Maximum Revolving Loan Balance, Vessel entered into between the Borrower and the Manager; and (yk) if it shall determine with respect the written confirmation (in terms satisfactory to any Swing Loan (which determination shall be conclusive and binding absent manifest errorthe Bank) that it has, or the person named in Clause 23.1 has accepted its appointment by such Swing Loan may have, Fronting Exposure or (z) during the period commencing on Borrower and the first Business Day after it receives notice from Agent or Manager as their agent for the Required Revolving Lenders that one or more acceptance of the conditions precedent contained service of legal process in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making respect of any Swing Loan, proceedings hereunder and under 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 LoanSecurity Documents.

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 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 until 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 Swingline Loan (xy) to the extent that after giving effect to such Swing Swingline Loan, the aggregate principal amount of all Revolving Loans Outstanding Credit Exposure would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive Balance 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 Majority 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 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 3.2 have been satisfied or waivedwaived unless, at the time of such Swingline Loan, there is more than one Lender. Each Swing Swingline Loan shall be a Base Rate Loan and must shall not be repaid as provided herein, but in any event deemed a “Revolving Loan” and must be repaid in full on the earliest of (x) the funding date of any Borrowing of Revolving Loans and (y) the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Swing 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 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. (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 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 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, upon Borrower’s request, the Lenders with Term Loan Commitments (“Term Loan Lenders”), severally and not jointly, shall make one (1) term loan advance to Borrower on or about the Closing Date in an original principal amount of Forty Million Dollars ($40,000,000.00) according to each Term Loan Lender’s Applicable Commitment as set forth on Schedule 1 hereto (the “Term A Loan Advance”), provided that all or a portion of the proceeds of the Term A Loan Advance shall be used to repay in full all of Borrower’s obligations and liabilities under the Prior Loan Agreement (including without limitation, the “Applicable Prepayment Fee” as defined in the Prior Agreement and the “Exit Fee” as defined in reliance upon the representations and warranties “Fee Letter” referred to in the Prior Agreement) (the “Prior Obligation”). Borrower hereby authorizes Agent to apply such proceeds to the Prior Obligation as part of the Credit Parties contained hereinfunding process without actually depositing such funds in an account of Borrower. Subject to the terms and conditions of this Agreement, Borrower shall be required to request that the Swingline Lender mayTerm Loan Lenders, in its sole discretionseverally and not jointly, make Loans one (1) term loan advance to Borrower on or about the First Amendment Effective Date in original principal amount of Fifteen Million Dollars ($15,000,000.00) according to each a Term Loan Lender’s Applicable Commitment as set forth on Schedule 1 hereto (the “Swing LoanTerm B Loan Advance”) available ); and Borrower shall be required to use all of the proceeds of the Term B Loan Advance solely to repay the outstanding obligations and liabilities of Borrower under the Revolving Loan Commitments from time Line (the “Required Pay-Down”) on the First Amendment Effective Date. Borrower hereby authorizes Agent 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 apply 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) Required Pay-Down as part of the funding process without actually depositing such funds in an account of Borrower. In addition to the extent that after giving effect foregoing, Term Loan Lenders may make the Term B Loan Advance referenced herein without instructions from Borrower, if Borrower fails to request such Swing Loan, Term B Loan Advance on or prior to 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 First Amendment Effective Date. Within The Term A Loan Advance and the limits set forth in Term B Loan Advance are each hereinafter referred to singly as a “Term Loan Advance” and collectively as the first sentence of this clause “Term Loan Advances”. After repayment, no Term Loan Advance (i), amounts of Swing Loans repaid or any portion thereof) 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 Loanreborrowed.

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 The conditions referred to in Clause 4.1 are that: (a) 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 must be: (each i) a “Swing Loan”) available to the Borrower under the Revolving Loan Commitments from time to time on any Business Day during the period from Availability Period; and (ii) at least one (1) Business Day, and not more than four (4) Business Days, prior to the Closing scheduled Delivery Date through of the Final Availability Date relevant Ship. (b) each of the Commercial Loan Facility and the KEXIM Facility shall be made available to the Borrowers in an aggregate principal amount at any time outstanding not to exceed its Swingline Commitment; multiple Advances for the purpose stated in Recital (A) provided that the Borrower aggregate amount of the Advances requested in one Drawdown Notice, in respect of the partial financing of the purchase price of a Ship, shall not use exceed the proceeds lesser of any Swing (i) the Maximum Advance and (ii) 74% of the Fair Market Value of the relevant Ship; (c) the aggregate amount requested to be advanced under a Drawdown Notice will be allocated by the Agent between the Commercial Loan to refinance any Facility and the KEXIM Facility in the Proportionate Shares. (d) the aggregate outstanding Swing Loan; provided, further, that principal amount of Advances (including the Swingline Lender requested Advances) shall not make any Swing Loan exceed the Total Commitments; (xe) to the extent that after giving effect to such Swing Loan, the aggregate outstanding principal amount of all Revolving Loans would Commercial Loan Advances (including the requested Commercial Loan Advances) shall not exceed the Maximum Revolving Commercial Loan BalanceCommitments; (f) the aggregate outstanding principal amount of all KEXIM Loan Advances (including the requested KEXIM Loan Advance) shall not exceed the KEXIM Loan Commitments, and the aggregate outstanding principal amount of all KSL Advances shall not exceed the KSL Commitments; (yg) if it there shall determine with respect to any Swing Loan only be one (which determination shall be conclusive and binding absent manifest error1) that it has, or by such Swing Loan may have, Fronting Exposure or Advance per delivery of each Ship; and (zh) 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 applicable conditions precedent contained stated 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 Clause 9 hereof 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 waived as provided hereintherein. Notwithstanding the provisions of Clause 4.2(b) above, but in any event must be repaid in full on it is acknowledged and agreed by the Revolving Termination Date. Within the limits set forth parties to this Agreement that in the first sentence event that the Borrowers pay in excess of this clause 40% (i), amounts the “Equity Contribution”) of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubt, Swing Loans, pursuant to contract price stated in the terms hereof, shall be available on the Closing Date. Immediately upon the making Approved Acquisition Contract in respect of a Swing LoanShip, 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 the relevant Advance shall remain at 60% of such Swing Loancontract price and the Borrowers shall be permitted to reimburse themselves from such Advance so that the Equity Contribution is reduced to (but not less than) 40% of such contract price.

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 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. 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. (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 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. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(d) of this Agreement, 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 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 (xa) to the extent that after giving effect to such Swing Loanany amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (b) 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, (y) if it shall determine with respect Swingline Commitment. Notwithstanding any provision herein 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 Loancontrary, the Swingline Lender and the 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 the 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 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. (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, 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 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 (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 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. (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.

Availability. Subject If (a) any change in applicable Laws, or in ------------ the interpretation or administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for any Lender Party to fund or maintain LIBOR Loans, accept BA's or to issue or participate in Letters of Credit, or shall materially restrict the authority of any Lender Party to purchase or take offshore deposits of dollars (i.e., "eurodollars"), or (b) any Lender Party determines that matching deposits appropriate to fund or maintain any LIBOR Loan are not available to it, or (c) any Lender Party determines that the formula for calculating the US LIBOR Rate does not fairly reflect the cost to such Lender Party of making or maintaining loans based on such rate, in each case with respect to the terms and conditions of this Agreement and in reliance relevant Commitment hereunder, then, upon the representations and warranties of the Credit Parties contained herein, the Swingline notice by such Lender may, in its sole discretion, make Loans (each a “Swing Loan”) available Party to the relevant Borrower under and the Revolving Loan Commitments relevant Agent, such Borrower's right to elect LIBOR Loans from time such Lender Party or issue BA's (or, if applicable, 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 obtain Letters of Credit) 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) be suspended to the extent that after giving effect and for the duration of such illegality, impracticability or restriction and all LIBOR Loans of such Lender Party which are then outstanding and all BA's which are then outstanding or are then the subject of any Borrowing Notice and which cannot lawfully or practicably be maintained, funded or accepted shall immediately become or remain, or shall be funded as, Base Rate Loans of such Lender Party. With respect to such Swing Loaneach Commitment, the aggregate principal amount of relevant Borrower thereunder agrees to indemnify each Lender Party extending credit pursuant thereto, and hold each such Lender Party harmless against all Revolving Loans would exceed the Maximum Revolving Loan Balancecosts, (y) if it shall determine with respect to expenses, claims, penalties, liabilities and damages which may result from any Swing Loan (which determination such change in Law, interpretation or administration. Such indemnification shall be conclusive and binding absent manifest error) that it hason an after-tax basis, or by such Swing Loan may have, Fronting Exposure or (z) during the period commencing taking into account any taxes imposed 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 amounts paid 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 Loanindemnity.

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 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, pump, 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 Jal Xxxxx 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 Jal Xxxxx 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 and the other Loan Documents, including, without limitation, Section 6.2(e) of this Agreement, 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, 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 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 (xa) to the extent that after giving effect to such Swing Loanany amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment, (b) the Revolving Credit Outstandings of the Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (c) 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, (y) if it shall determine with respect Swingline Commitment. Notwithstanding any provision herein 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 Loancontrary, the Swingline Lender and the Borrowers 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 the Borrowers and the Swingline Lender (the “Sweep Arrangement”). Except to the extent the Lenders have purchased participations therein pursuant to Section 2.2(b)(iii) below, 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 Borrowers 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 All Swingline 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 denominated in such Swing Loan in an amount equal to the product of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanDollars.

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 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, so long as the Swingline Lender maydoes 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 the form of Exhibit B hereto, (x) the U.S. Swingline Lender agrees to make Swingline Loans in Dollars and (y) subject to the requirements of §2.8(e), Bank of America, N.A., Canada Branch, in its sole discretioncapacity as an Alternative Currency Swingline Lender, agrees to make Swingline Loans in Canadian Dollars, and Banc of America Securities Limited, in its capacity as an Alternative Currency Swingline Lender, agrees to make Swingline Loans in one or more Alternative Currencies (other than Canadian Dollars), in each a “Swing Loan”) available case 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 Swingline Termination Date; provided, that, after giving effect to any such borrowing, (i) the Outstanding Amount of all Loans and Letter of Credit Obligations shall not at any time outstanding exceed the Total Commitment, (ii) the Revolving Credit Exposure (exclusive of such Bank’s Bid Rate Loans) of any Bank shall not to at any time exceed its such Bank’s Commitment, (iii) the Outstanding Amount of all Swingline Loans shall not at any time exceed the Swingline Commitment; provided that , and (iv) the Borrower Outstanding Amount of all Swingline Loans in Alternative Currencies shall not use at any time exceed the proceeds of any Swing Loan to refinance any outstanding Swing Loan; providedSwingline Alternative Currency Sublimit. Notwithstanding the foregoing, further, that the Swingline Lender shall not be under any obligation to make any Swing Swingline 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 the making of such Swing Swingline 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 Exposure. Swingline Loans hereunder may be used in anticipation of borrowing Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied Credit Loans, Bid Rate Loans and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but 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. The Swingline Lender shall initiate the product transfer of funds representing the Swingline Loan to the Borrower by 4:00 p.m. (or, in the case of a borrowing in Alternative Currencies, by 3:00 p.m., London 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. (or, in the case of a borrowing in Alternative Currencies, no later than 12:00 p.m., London 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 in Dollars shall bear interest at the Base Rate plus the Applicable Base Rate Margin, and all Swingline Loans in Alternative Currencies shall bear interest at the Overnight Rate for the applicable Alternative Currency plus a margin, which shall be 200 basis points higher than 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 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 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), 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 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 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 Loan Reserve, plus the aggregate amount of L/C Obligations would exceed the Maximum Revolving Loan BalanceAggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as may be agreed by the 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) 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 LoanISP98, 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 existing Letters of Credit, unless the context otherwise requires. Notwithstanding the foregoing, 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 tooutstanding hereunder. As of the Closing Date, purchase from the Swingline Lender Existing Letter of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a risk participation in such Swing Loan in an amount equal to the product Letter of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit issued and outstanding 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, 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 US-DOCS\99983253.20 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) As of the Commencement Date, and throughout the Term, subject to all governmental rules, regulations and guidelines applicable thereto, Landlord shall have available at and shall furnish to the Premises the following utilities: (1) Electricity; (2) Natural Gas (where service exists); (3) City Water; (4) Sanitary, Industrial and Biological Sewer, (5) Storm Sewer; (6) Steam; (7) 180 degrees HVAC water; (8) Chilled Water; and (9) Compressed Air (collectively, the “Utilities” or singularly the “Utility”). Tenant shall use the Utilities provided by Landlord, and Tenant shall pay for such Utilities in accordance with the terms and conditions of this Agreement Section 12 and in reliance upon Exhibit K and the representations schedules thereto. Landlord represents and warranties Tenant has confirmed that its use of the Credit Parties contained hereinPremises shall require each of the Utilities set forth in Exhibit K in the respective capacities as is also set forth in Exhibit K. After the Effective Date, subject to Tenant’s obligations under Section 23.2(f), if any Utility fails to deliver the Swingline Lender maycapacity as set forth on Exhibit K, in Landlord shall, at its sole discretioncost and expense, make Loans (augment such Utility’s capacity so that it conforms with Exhibit K. Landlord agrees to maintain the redundancy level for each a “Swing Loan”) available to Utility serving 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 Project as set forth in an aggregate principal amount Exhibit K. If at any time outstanding the redundancy level of any utility drops below the level set forth in Exhibit K, Landlord shall commence to restore the redundancy level within thirty (30) days of Landlord’s receipt of notice of the deficiency and shall restore the redundancy level promptly thereafter, but not to exceed its Swingline Commitment; provided later than one hundred eighty (180) days after commencing the restoration of the redundancy level. (b) In the event that the Borrower shall Tenant is prevented from using, and does not use the proceeds Premises or any portion thereof, as a result of any Swing Loan failure, for any reason, to refinance provide any outstanding Swing LoanUtilities, which failure to provide Utilities shall include a diminution in the provision of any Utilities below the levels specified in Exhibit K (a “Utility Deficiency”), then Tenant shall give Landlord written notice (a “Utility Deficiency Notice”) of such Utility Deficiency. Landlord shall thereafter use commercially diligent efforts to cause such Utility Deficiency to be cured as soon as reasonably possible, and if such Utility Deficiency continues for the Eligibility Period (defined below), then the Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total Rentable Area of the Premises; provided, furtherhowever, that if Tenant resumes using any portion of the Swingline Lender shall Premises it had previously been prevented from using, and did not make any Swing Loan (x) use the Rent allocable to such used portion, based on the proportion that the rentable area of such used portion of the Premises bears to the extent that total Rentable Area of the Premises, shall be payable by Tenant to Landlord from the date Tenant used such portion of the Premises. The “Eligibility Period” means a period of two (2) consecutive business days 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 Landlord receives a Utility Deficiency Notice with respect to any Swing Loan Controllable Utility Deficiency (which determination defined below), or in the case of any Non-Controllable Utility Deficiency, a period of three (3) consecutive business days after Landlord receives a Utility Deficiency Notice with respect to the applicable Non-Controllable Utility Deficiency. A “Non-Controllable Utility Deficiency” means any Utility Deficiency that results from any natural disaster, casualty or failure, Force Majeure, or for any reason that is not within the reasonable control of Landlord, to provide any Utilities (and for purposes hereof, any Utility Deficiency that is not a Non-Controllable Utility Deficiency shall be conclusive and binding absent manifest error) referred to as a “Controllable Utility Deficiency”). For avoidance of doubt, a Controllable Utility Deficiency shall include, but not be limited to, any Utility Deficiency that it has, or results from a breach of this Lease 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 Landlord or the Required Revolving Lenders that one negligence or more willful misconduct of the conditions precedent contained in Landlord or any of its agents, contractors, employees or invitees. Such right to xxxxx Rent under this 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 12.1(b) shall not be required Tenant’s sole remedy at law or in equity for a Utility Deficiency and Tenant may seek specific performance of Landlord’s obligation to determine thatuse commercially diligent efforts to cause such Utility Deficiency to be cured as soon as reasonably possible, or take notice whetherany other remedy at law or in equity. In addition, if Landlord (i) has not cured any Controllable Utility Deficiency within sixty (60) days after, or (ii) has not cured any Non-Controllable Utility Deficiency within one hundred twenty (120) days after, in each case, the conditions precedent set forth in Section 2.2 later of, (A) Landlord’s receipt of the Utility Deficiency Notice with respect to the applicable Utility Deficiency, and (B) Tenant’s actual cessation of use for its intended purpose of the area of the Premises directly affected by the applicable Utility Deficiency, Tenant shall have been satisfied or waived. Each Swing Loan the right to terminate this Lease (with respect to all of the Premises) at any time prior to such time as Landlord shall have cured the Utility Deficiency, which right may be exercised by delivery of notice to Landlord (the “Utility Deficiency Termination Notice”) which shall be a Base Rate Loan and must be repaid effective as provided herein, but in any event must be repaid in full on of the Revolving Termination Date. Within the limits date set forth in the first sentence of this clause Utility Deficiency Termination Notice (ithe “Utility Deficiency Termination Date”), 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, which Utility Deficiency Termination Date shall be available thirty (30) days following the date on the Closing Date. Immediately upon the making of which Tenant delivers to Landlord 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 LoanUtility Deficiency Termination Notice.

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. Subject (a) Sxxxxxxx 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 Sxxxxxxx (which notice must be received by Sxxxxxxx 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 Sxxxxxxx’x election, in lieu of delivering the above-described Borrowing Notice, any Authorized Person may give Sxxxxxxx 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), Sxxxxxxx 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 Sxxxxxxx shall not have no obligation to make any Swing Loan Advance if Sxxxxxxx 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 Sxxxxxxx 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 12.1 The Loan will be made available as soon as the Borrower has complied with the following conditions: (a) the Borrower shall have accepted the terms hereof, such acceptance to be evidenced by the execution of this Agreement and, if the Borrower so requires, the Master Agreement by a duly authorised officer or attorney on the Borrower’s behalf; (b) the Bank shall have obtained sufficient proof that the Borrower is duly constituted and is legally existing and in good standing pursuant to the terms laws of the place of its incorporation; (c) the Bank shall have received (i) a copy, certified by the Secretary or the Assistant Secretary or a Director of the Borrower to be a true and conditions complete copy, of (i) resolutions of the Board of Directors of the Borrower and resolutions of the shareholders of the Borrower and (ii) resolutions of the Board of Directors of the Guarantor, authorising execution of this Agreement and in reliance upon the representations and warranties of Master Agreement and/or, as the Credit Parties contained hereincase may be, the Swingline Lender may, Security Documents to which each is or is to be a party as well as all other relevant documents and (ii) the original of any Power of Attorney issued by the Borrower and the Guarantor pursuant to the aforesaid resolutions; (d) the Bank shall have received evidence satisfactory to it that the Vessel is duly registered and documented in its sole discretion, make Loans (each a “Swing Loan”) available to the name of 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 Cyprus flag free and clear of any Swing Loan encumbrances, liens and debts of any kind or nature whatsoever with the exception of the Mortgage and the General Assignment; (e) the agreed Security Documents and notices referred to refinance any outstanding Swing Loan; providedhereinabove have been duly executed by authorised signatories, furtherregistered in accordance with the relevant laws of the place of registration and delivered to the Bank’s lawyers; (f) the Bank shall have received evidence satisfactory to it, that the Swingline Lender Insurances in respect of the Vessel have been effected in accordance with the provisions of this Agreement and the Mortgage and are in effect and that the interest of the Bank in respect of such Insurances has been duly noted; (g) the Bank shall not make any Swing have obtained copies of all class certificates in respect of the Vessel; (h) the Bank or its lawyer shall have received evidence that all relevant governmental or quasi governmental approvals, consents or licenses as referred to herein or otherwise required in respect of the Loan (x) and its repayment to the extent Bank have been obtained and are in full force and effect; (i) the Bank shall have received all such further documents including legal opinions as the Bank may deem reasonably necessary; (j) the Bank shall have received a copy (duly certified to be a true and complete) of the management agreement (herein the “Management Agreement”) in respect of the Vessel entered into between the Borrower and the Manager; and (k) the Bank, if deemed necessary, shall have received a satisfactory to the Bank physical condition survey report on Vessel together with a comprehensive record inspection from a surveyor appointed by the Bank, at the Borrower’s expense; and (l) the Bank shall have received the written confirmation (in terms satisfactory to the Bank) that after giving effect to such Swing Loanthe person named in Clause 24.5 has accepted its appointment by the Borrower, the aggregate principal amount Guarantor and the Manager as their agent for the acceptance of all Revolving Loans would exceed the Maximum Revolving Loan Balance, (y) if it shall determine with service of legal process 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 the making of any Swing Loan, proceedings hereunder and under 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 LoanSecurity Documents.

Availability. Subject 5.1 Licensor shall use good faith efforts to deliver to Licensee as soon as practicable after the terms and conditions full execution of this Agreement and in reliance upon the representations and warranties a list of the Credit Parties contained hereinprograms, by Territory, to be made available as DHE Included Programs hereunder (the Swingline Lender may“Initial Program List”). 5.2 Licensor shall provide Licensee with periodic availability title lists (“Availability Notice”) setting forth the DHE Included Programs available for licensing hereunder, from which Licensee shall select the Price Tier 2 and/or Price Tier 3 Feature Films and Library Television Episodes. If Licensee fails to select the Price Tier 2 and/or Price Tier 3 Feature Films and Library Television Episodes required to be licensed for a DHE Avail Year at least sixty (60) days prior to the commencement of such DHE Avail Year, Licensor will have the right to designate such Price Tier 2 and/or Price Tier 3 Feature Films and Library Television Episodes for such DHE Avail Year. 5.3 The DHE Availability Date for each DHE Included Program shall be determined by Licensor in its sole discretion; provided, however, that the DHE Availability Date for each (a) SD Required Film shall be no later than the later of (i) the first day of the DHE Term and (ii) its LVR in the DVD format, and (b) each HD Required Film shall be no later than the later of (i) the first day of the DHE Term and (ii) its LVR in the Blu-ray disc format. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to make Loans (each any DHE Included Program available for exclusive distribution through a “Swing Loan”) available single distributor, or non-exclusive distribution through other distributors, in the Territory prior 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 DHE 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 Loanfor such DHE Included Program hereunder (“Delayed Picture”); provided, furtherhowever, that the Swingline Lender number of Delayed Pictures shall not make any Swing Loan in no event exceed a number that is equal to ten percent (x10%) to of the number of titles that Licensor generally makes available on a non-exclusive basis for DHE distribution in the Territory. 5.4 To the extent that after giving effect to Licensor identifies a license period expiration date for a DHE Included Program, 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 date shall be conclusive and binding absent manifest errorno earlier than the earlier of (a) one hundred eighty (180) days after the DHE Availability Date for such DHE Included Program (provided, that it has, or by such Swing Loan may have, Fronting Exposure or (z) the license period shall end no earlier than the latest date during the period commencing Avail Term that such DHE Included Program is authorized to be made available on a DHE basis by any Other Distributor in the first Business Day after it receives notice from Agent or applicable Territory) and (b) the Required Revolving Lenders that one or more end 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 LoanDHE Term.

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 commercial or 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 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, (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 (x) be a commercial or 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, (y) if it shall determine with respect 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 any Swing Loan 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 no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (z) during be subject to 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 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 Revolving Lender 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; provided, however, that Xxxxx Fargo shall remain the sole holder of such Existing Letters of Credit (until such expire) with the understanding that no participation interests shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in sold to (or purchased by) any L/C Participant with respect to such Swing Loan in an amount equal to the product Existing Letters of such Revolving Lender’s Commitment Percentage times the amount of such Swing LoanCredit.

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 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. (a) Subject to the terms and conditions set forth in this Loan Agreement, and provided no Event of this Agreement Default or Potential Event of Default shall have occurred and in reliance upon be continuing, each US Lender hereby SEVERALLY (AND NOT JOINTLY OR JOINTLY AND SEVERALLY) agrees to make available to and for the representations and warranties benefit 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 US Borrowers 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 US Revolving Credit Termination Date, revolving credit loans (hereinafter each individually referred to as a "US Revolving Credit Loan" and collectively referred to as the "US Revolving Credit Loans"), in an aggregate a principal amount which shall not exceed, in the aggregate at any time outstanding not to exceed its Swingline Commitmentoutstanding, such US Lender's US Revolving Credit Commitment in effect at such time; provided that the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; providedPROVIDED, furtherHOWEVER, that the Swingline Lender (1) 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 US Revolving Credit Loans would outstanding at any time exceed the Maximum Amount of US Revolving Loan BalanceCredit Loans at such time, (y2) if it at no time shall determine the aggregate Dollar Equivalent of the outstanding principal amount of US Letter of Credit Obligations ever exceed the US Letter of Credit Sublimit at such time and (3) US Revolving Credit Loans shall be (A) made solely to the US Borrowers, (B) made only by the US Lenders and (C) denominated solely in US Dollars. The US Revolving Credit Loans may be either Eurodollar Rate Loans or Base Rate Loans. The US Revolving Credit Loans shall be evidenced by the US Revolving Credit Loan Notes. Each US Lender is hereby authorized to record the date and amount of each US Revolving Credit Loan made by said US Lender and the date and amount of each payment or prepayment of principal thereof either (1) on the SCHEDULE "1" annexed to and constituting a part of said US Lender's US Revolving Credit Loan Note or (2) by entering such information into said US Lender's automated loan tracking system, and any such recordation shall 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 US Borrowers to the US Lenders under this Loan (which determination Agreement or the US Revolving Credit Loan Notes. If the outstanding amount of the US Revolving Credit Loans shall exceed the Maximum Amount of US Revolving Credit Loans at any time, such excess shall be conclusive (1) immediately payable by the US Borrowers to the US Lenders, (2) secured by the Collateral and binding absent manifest error(3) subject to the terms, conditions and provisions of this Loan Agreement and the other Loan Documents. (b) All US Revolving Credit Loans under this Loan Agreement shall be made available by the US Lenders holding a US Revolving Credit Commitment to the US Borrowers simultaneously and proportionately to their respective US Revolving Credit Commitments, subject to the terms, conditions and provisions of this Loan Agreement. It shall be understood that it has, or no US Lender shall be responsible for any failure by such Swing any other US Lender to perform its obligation to make available a US Revolving Credit 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 US 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 Credit Commitment of any Swing Loan, the Swingline US Lender may but shall not be required increased or decreased as a result of the failure by any other US Lender to determine thatperform its obligation to make a US Revolving Credit Loan. (c) US Revolving Credit Loans may be voluntarily prepaid pursuant to the terms, or take notice whetherconditions and provisions of SECTION 2.08(i) of this Loan Agreement and, subject to the terms, conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing and provisions of this Loan shall Agreement, any amounts so prepaid may be a Base Rate Loan and must be repaid as provided hereinreborrowed, but in any event must be repaid in full on up to the amount available under this SECTION 2.01(i) at the time of such Borrowing, until the Business Day next preceding the US Revolving Credit Termination Date. Within Each US Lender's US Revolving Credit Commitment shall expire automatically and each US Revolving Credit Loan then outstanding shall be repaid by the limits set forth in US Borrowers no later than the first sentence US Revolving Credit Termination Date. The final payment of this clause (i)all principal, amounts of Swing Loans repaid may be re-borrowed under this clause (i). For the avoidance of doubtunpaid accrued interest, Swing Loansfees and expenses, pursuant if any, owing to the terms hereof, US Lenders on the US Revolving Credit Loan Facility shall be available due and payable on the Closing US Revolving Credit Termination 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) Xxxxxxx 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 Xxxxxxx (which notice must be received by Xxxxxxx 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 Xxxxxxx’x election, in lieu of delivering the above-described Borrowing Notice, any Authorized Person may give Xxxxxxx 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), Xxxxxxx 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 Xxxxxxx shall not have no obligation to make any Swing Loan Advance if Xxxxxxx 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 Xxxxxxx 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 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 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 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.