Common use of Borrowing and Repayment Clause in Contracts

Borrowing and Repayment. Borrower may, from time to time prior to the Termination Date, borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Reducing Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure shall at no time exceed the Reducing Line of Credit Maximum Borrowing Amount, and notwithstanding anything to the contrary contained in this Agreement, Bank shall have no obligation to make any Reducing Line of Credit Advance or issue or cause to be issued any Letter of Credit, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, the sum of the outstanding principal amount of Reducing Line of Credit Loan and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Note, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 through the day immediately prior to the Termination Date and (v) $0.00 on and after the Termination Date. If sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum of the then outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amount. Each payment of principal shall be accompanied by payment of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if any. The outstanding principal balance of the Reducing Line of Credit Loan shall be due and payable in full on the Termination Date. -2- (e)

Borrowing and Repayment. Borrower may, may from time to time prior to during the Termination Date, term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Reducing Revolving Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum of total outstanding borrowings under the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure shall not at no any time exceed the Reducing maximum principal amount available thereunder, as set forth above. If, at any time, the outstanding borrowings under the Line of Credit Maximum Borrowing Amountexceed the maximum amount permitted under this Section 1.1, Borrower shall promptly pay to Bank in cash such excess.” 3. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and notwithstanding anything any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 4. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the contrary date hereof. 5. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this AgreementAmendment, and that no Event of Default has occurred and is continuing. 6. As a condition to the effectiveness of this Amendment, Bank shall have no obligation received, in form and substance satisfactory to make any Reducing Line of Credit Advance or issue or cause to be issued any Letter of CreditBank: (a) this Amendment, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, the sum of the outstanding principal amount of Reducing Line of Credit Loan duly executed by Borrower; and (b) all reasonable fees and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Note, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 expenses incurred through the day immediately prior to the Termination Date and (v) $0.00 on and after the Termination Datedate of this Amendment, which may be debited from Borrower’s account at Bank. 7. If sum This Amendment may be executed in two or more counterparts, each of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum of the then outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amount. Each payment of principal which shall be accompanied by payment deemed an original, but all of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if any. The outstanding principal balance of the Reducing Line of Credit Loan which together shall be due and payable in full on the Termination Date. -2- (e)constitute one instrument.

Borrowing and Repayment. Borrower may, may from time to time prior to during the Termination Date, term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Reducing Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum of total outstanding borrowings under the outstanding principal amount of the Reducing Line of Credit Loan and (the LC Exposure “Loans”) shall not at no any time exceed the Reducing Line of Credit Maximum Borrowing Amount, and notwithstanding anything to the contrary contained in this Agreement, Bank shall have no obligation to make any Reducing Line of Credit Advance or issue or cause to be issued any Letter of Credit, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, the sum of the outstanding maximum principal amount of Reducing Line of Credit Loan and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Noteavailable thereunder, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 through the day immediately prior to the Termination Date and (v) $0.00 on and after the Termination Date. If sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum of the then outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amount. Each payment of principal shall be accompanied by payment of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if anyas set forth above. The outstanding principal balance of the Reducing Line of Credit Loan all Loans, and all accrued and unpaid interest thereon, shall be due and payable in full on the Termination Maturity Date. -2- Borrower may terminate the Line of Credit in whole, or reduce the maximum amount of the Line of Credit in part in an amount not less than $5,000,000 in principal amount and incremental multiples of $1,000,000 in excess thereof (eor in such other amount as agreed by Bank), any time prior to the Maturity Date upon not less than thirty (30) days prior written notice to the Bank. Each such notice shall specify the date and amount of such prepayment and be irrevocable. On such date of termination or reduction, Borrower shall pay to Bank the principal outstanding amount of any Loans in excess of the Line of Credit after giving effect to such termination or reduction, together with all accrued and unpaid interest thereon, any accrued and unpaid unused line fees and any amounts owing under Section 2.2(i). In no event shall any partial reduction in the Line of Credit result in the Letter of Credit Subfeature being in excess of the Line of Credit, and Borrower agrees to cash collateralize outstanding Letters of Credit in an amount equal to 105% of the L/C Outstanding Amount in excess of the maximum amount of the remaining Letter of Credit Subfeature after giving effect to any reduction thereof.

Borrowing and Repayment. Borrower may, from time to time prior to the Termination Date, borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Reducing Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure shall at no time exceed the Reducing Line of Credit Maximum Borrowing Amount, and notwithstanding anything to the contrary contained in this Agreement, Bank shall have no obligation to make any Reducing Line of Credit Advance or issue or cause to be issued any Letter of Credit, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, the sum of the outstanding principal amount of Reducing Line of Credit Loan and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Note, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00100,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 through the day immediately prior to the Termination Date and (vii) $0.00 on and after the Termination Date, provided that the “Line of Credit Maximum Borrowing Amount” shall be (y) $200,000,000.00 beginning on the effective date of the Facility Increase requested by Borrower and approved by Bank in accordance with Section 1.1(g) and thereafter through the day immediately prior to the Termination Date and (z) $0.00 on and after the Termination Date. If the sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum of the then outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amount. Each payment of principal shall be accompanied by payment of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if any. The outstanding principal balance of the Reducing Line of Credit Loan shall be due and payable in full on the Termination Date. -2- (e).

Borrowing and Repayment. With respect to the Line of Credit, Borrower may, may from time to time prior to during the Termination Date, term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrowreborrow under the Line of Credit, subject to all of the limitations, terms and conditions contained herein or in the Reducing Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum of total outstanding borrowings under the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure shall not at no any time exceed the Reducing Line of Credit Maximum Borrowing Amountmaximum principal amount available thereunder, as set forth above. With respect to the Term Loan, and notwithstanding anything herein or in any other Loan Document to the contrary contrary, Borrower shall not be entitled to any advances thereunder after October 24, 2016, and Borrower may not re-borrow any amounts repaid under the Term Loan; provided, Borrower may partially or wholly repay its outstanding borrowings under the Term Loan, subject to all of the limitations, terms and conditions contained herein or in this Agreementthe Term Note. With respect to the Second Term Loan, Bank and notwithstanding anything herein or in any other Loan Document to the contrary, Borrower shall have no obligation not be entitled to make any Reducing advances thereunder after July 12, 2019, and Borrower may not re-borrow any amounts repaid under the Second Term Loan; provided, Borrower may partially or wholly repay its outstanding borrowings under the Second Term Loan, subject to all of the limitations, terms and conditions contained herein or in the Second Term Note. If at any time the total outstanding borrowings under the Line of Credit Advance or issue or cause to be issued any Letter of Creditexceed the then current Borrowing Base, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, then Borrower shall immediately repay the sum of the outstanding principal amount of Reducing Line of Credit Loan and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Note, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 through the day immediately prior to the Termination Date and (v) $0.00 on and after the Termination Date. If sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum of the then outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amount. Each payment of principal shall be accompanied by payment of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if any. The outstanding principal balance of the Reducing Line of Credit Loan shall be due and payable in full on the Termination Date. -2- (e)excess.”

Borrowing and Repayment. Borrower may, from time to time prior to the Termination Date, borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Reducing Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure shall at no time exceed the Reducing Line of Credit Maximum Borrowing Amount, and notwithstanding anything to the contrary contained in this Agreement, Bank shall have no obligation to make any Reducing Line of Credit Advance or issue or cause to be issued any Letter of Credit, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, the sum of the outstanding principal amount of Reducing Line of Credit Loan and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Note, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 through the day immediately prior to the Termination Date and (v) $0.00 on and after the Termination Date. If sum of the outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum of the then outstanding principal amount of the Reducing Line of Credit Loan and the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amount. Each payment of principal shall be accompanied by payment of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if any. The outstanding principal balance of the Reducing Line of Credit Loan shall be due and payable in full on the Termination Date. -2- (e).

Borrowing and Repayment. Borrower may, may from time to time prior to during the Termination Date, term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Reducing Line of Credit Note, including without limitation, the limitations on prepayment set forth in Section 1.1(f); provided however, that the sum total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above. As more fully set forth in the Note, accrued interest shall be paid on the Line of Credit monthly on the 1st day of each month. The principal amount of each Acquisition Advance shall be due and payable on the 270th day following the date on which such Acquisition Advance was made (the “Acquisition Advance Repayment Date”). Borrower may extend any Acquisition Advance Repayment Date for up to three additional 90 day periods, but in no event later than the Maturity Date, by providing Bank with a written request for such extension together with a principal payment of 5% of the outstanding principal amount of the Reducing Line of Credit Loan and original Acquisition Advance for the LC Exposure shall at no time exceed the Reducing Line of Credit Maximum Borrowing Amountfirst such extension, and notwithstanding anything to the contrary contained in this Agreement, Bank shall have no obligation to make any Reducing Line of Credit Advance or issue or cause to be issued any Letter of Credit, if after making such Reducing Line of Credit Advance or issuing such Letter of Credit, the sum 10% of the outstanding principal amount of Reducing Line of Credit Loan and the LC Exposure would exceed the applicable Reducing Line of Credit Maximum Borrowing Amount. As used herein and in the Reducing Line of Credit Note, “Reducing Line of Credit Maximum Borrowing Amount” means (i) $250,000,000.00, initially and through October 31, 2014, (ii) $225,000,000.00 on November 1, 2014 through October 31, 2015, (iii) $200,000,000.00 on November 1, 2015 through October 31, 2016, (iv) $175,000,000.00 on November 1, 2016 through the day immediately prior to the Termination Date and (v) $0.00 on and after the Termination Date. If sum of the outstanding principal amount of the Reducing Line of Credit Loan original Acquisition Advance for the second such extension, and the LC Exposure on any date is greater than the Reducing Line of Credit Maximum Borrowing Amount, Borrower shall make a principal payment on the Reducing Line of Credit Loan on such date in an amount sufficient to reduce the sum 20% of the then outstanding principal amount of the Reducing Line of Credit Loan and original Acquisition Advance for the LC Exposure to an amount not greater than Reducing Line of Credit Maximum Borrowing Amountthird such extension. Each payment of principal shall be accompanied by payment of (i) accrued interest on the principal amount paid and (ii) fees required under Section 1.1 (f), if any. The All outstanding principal balance of the Reducing Line of Credit Loan and accrued and unpaid interest shall be due and payable in full on May 14, 2017 (the Termination “Maturity Date”). -2- (e)Notwithstanding the foregoing, the Maturity Date and the term of the Line of Credit shall be subject to review on an annual basis, after which annual review the Bank may, in its sole discretion, approve a one year extension of the Maturity Date and the term of the Line of Credit. Upon each one year extension, if any, Borrower shall pay an extension fee to Bank in an amount equal to .25% of the amount of the Initial Limit or the Increased Limit, as applicable, on the date of extension.