Average Bonus. “Average Bonus” shall mean the average of the annual cash bonuses earned (regardless of when paid) by Executive during the three fiscal years immediately preceding the fiscal year in which Executive terminated employment; provided, however, if Executive was not eligible to participate in the Bank’s or the Company’s annual cash bonus program (either due to the fact Executive was not an employee of the Bank or the Company during such fiscal year or any other reason) during each such fiscal year, then Average Bonus shall mean the average of the annual cash bonuses earned (regardless of when paid) by Executive during the fiscal years that Executive was a participant in the Bank’s or the Company’s annual cash bonus program; provided further, however, that to the extent Executive receives a pro-rated bonus for any partial year of service during a fiscal year, such pro-rated bonus shall be calculated on an annualized basis in determining the Average Bonus.

Addition of Definition of Average Excess Availability. [Exhibit A] to the Loan Agreement is hereby amended and supplemented by adding therein a definition of “Average Excess Availability” as follows:

Availability. [[Organization A:Organization]] shall perform its obligations under Sections 4.1 and 4.2 for no additional consideration. [[Organization A:Organization]] shall not be obligated to devote any particular amount of time to the performance of those obligations as long as [[Organization A:Organization]] makes its knowledgeable personnel available to competent Licensee personnel as stated above, and devotes the amount of time reasonably required to teach the necessary Technology to those Licensee personnel. Licensee agrees to make those personnel available for instruction within the time period and otherwise as stated in Section 4.1.

Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, Bank shall make a supplemental term loan to Borrower on or about the First Amendment Closing Date in the original principal amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the “Supplemental Term Loan Advance”). After repayment, the Supplemental Term Loan Advance (or any portion thereof) may not be reborrowed. Borrower shall use a portion of the Supplemental Term Loan Advance to repay in full in cash all of the Term Loan Advances in accordance with [Section 2.3(d)] (it being understood, however, that # Bank is waiving, and Borrower shall not be required to pay, the Prepayment Fee in connection with such prepayment but # Borrower shall be required to pay the Final Payment due in connection therewith). Upon such prepayment, all of the Obligations owing to Bank under the Term Loan Advances shall be deemed to be satisfied and discharged in full.

Availability. After giving effect to all Borrowings to be made on the Third Amendment Effective Date, the issuance of any Letters of Credit on the Third Amendment Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness (other than Specified L/C Obligations), liabilities, and obligations current (excluding, in each case, current accounts payable to the extent excluded from Indebtedness), Aggregate Availability shall not be less than $125,000,000.

Availability. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date; provided, that # after giving effect to any amount requested, the Credit Outstandings shall not exceed the Commitment and # the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Lenders set forth in [Section 3.4(a)], agrees to issue standby Letters of Credit in an aggregate amount not to exceed the L/C Commitment for the account of the Borrower. Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be reasonably approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, # the L/C Obligations would exceed the L/C Commitment or # the Credit Outstandings would exceed the aggregate Commitment.

Availability. Subject to the terms and conditions of this Agreement, on the Effective Date, Bank shall make one (1) term loan advance to Borrower in an original principal amount equal to Thirty Million Dollars ($30,000,000) (the “Term Loan Advance”).

Availability. Subject to the terms and conditions of this Agreement, [[HSBC:Organization]] 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.

Availability. (i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan available to Borrower during the Term A Draw Period in a maximum of two (2) advances in an aggregate amount up to Twenty-Five Million Dollars ($25,000,000) according to each Lender’s Term A Loan Commitment as set forth on [Schedule 1.1] hereto; provided, that the initial advance shall be made to Borrower on or about the Effective Date in an aggregate amount of Ten Million Dollars ($10,000,000), and the second (2nd) advance in an aggregate amount of at least One Million Dollars ($1,000,000), and minimum increments of One Million Dollars ($1,000,000) each in excess thereof, but not to exceed an aggregate amount of Fifteen Million Dollars ($15,000,000) shall be made available to Borrower during the Term A Draw Period (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). After repayment, no Term A Loan may be re‑borrowed.