Common use of Term Loan Clause in Contracts

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On The Borrower may, upon notice from the Closing DateBorrower to the Administrative Agent, each Lender at any time or from time to time voluntarily prepay the Term Loan in whole or in part together with the applicable Prepayment Premium; provided that has a Closing Date Term Commitment severally, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and not jointly, agrees, (2) on the terms and conditions set forth date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in this Agreementa principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitmentif less, which Term Loans: (i) can only be incurred on the Closing Date in the entire principal amount of each Lender’s Term Commitmentthereof then outstanding); (iiC) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option any prepayment of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(ba principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (vD) any prepayment of the Term Loan shall not exceed (Abe applied in the inverse order of maturity with respect to the remaining amortization payments. Each such notice shall specify the date and amount of such prepayment and the Type(s) for any of Loans to be prepaid. The Administrative Agent will promptly notify each Lender at of its receipt of each such notice, and of the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. On the date of any voluntary prepayment of any Term CommitmentLoan pursuant to this Section 2.05(a)(ii), if anythe Borrower shall pay to the Administrative Agent, and (B) for all the benefit of the Lenders, whether before or after an Event of Default, the applicable Prepayment Premium. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedtheir respective Applicable Percentages.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Term Loan Lender severally, but not jointly, agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (ithrough the Administrative Agent) can only be incurred on the Closing Date in the entire amount of each such Term Loan Lender’s Term Commitment; Loan Commitment Percentage of a term loan in Dollars (iithe “Term Loan”) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of FORTY-FOUR MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($44,750,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such Lender’s proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Term Loan made on the Closing Date Term Commitmentor any of the two (2) Business Days following the Closing Date, if anymay only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, and substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (B3) for all Business Days prior to the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentDate. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Administrative Borrower, the Term Loan (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be incurred either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and maintained aseach portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, such portion thereof) plus the Applicable Margin; provided that (i) all Closing Date interest accruing on the Term Loans made as part Loan during the period from December 24, 2019 through and including March 31, 2021 shall be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the same Term Borrowing shall consist Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of Term Loans up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the same Type; Term Loan if the Administrative Borrower elects to so capitalize such interest, (iii) all interest accruing on the Term Loan during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Term Loan during the period from September 30, 2021 through March 31, 2022 shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed paid by capitalizing such interest at a rate per annum equal to (A) for any Lender at each portion of the time of incurrence thereof Term Loan that is a Reference Rate Loan, the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, Reference Rate plus the Applicable Margin and (B) for each portion of the Term Loan that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Lenders Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be paid by capitalizing such interest and adding such capitalized interest to the time then outstanding principal amount of incurrence thereof the Total Closing Term Loan if the Administrative Borrower elects to so capitalize such interest, which election, in the case of each of the foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Effective Date Term Commitmentfor each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Borrower not less than 5 Business Days prior to (1) if a SOFR Loan, the commencement of the relevant Interest Period or (2) if a Reference Rate Loan, the last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries. The Closing Date Term Loans Any interest to be made by so capitalized pursuant to this clause (b) shall be capitalized on (x) if a SOFR Loan, the last day of the applicable Interest Period with respect thereto, or (y) if a Reference Rate Loan, the last Business Day of each Lender will be made by such Lender Fiscal Quarter of the Parent and its Subsidiaries and, in each case, added to the aggregate then outstanding principal amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental the Term Loan Commitment hereby severallyand, and not jointlythereafter, agrees on shall bear interest as provided hereunder as if it had originally been part of the terms and subject to outstanding principal of the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedLoan.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth Lenders then party to this Agreement made term loans to Borrower in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s Closing Date name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term CommitmentLoan Draw shall not be less than $10,000,000, if any(b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Term Loan Commitment hereby severallyAll principal of, interest on, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid other amounts payable in respect of Incremental the Term Loans may not be reborrowedLoan shall constitute Obligations.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Credit-Linked Lender severally agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred Administrative Agent on the Closing Date in the entire amount of each such Credit-Linked Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist Credit-Linked Commitment Percentage of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof Dollars in the aggregate principal amount of SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (as such amount may be increased by any Credit-Linked Purchase that is converted to Term Loans pursuant to Section 2.5(d)(ii) or increased by any Incremental Term Loan pursuant to Section 2.22, the “Term Loan Committed Amount”) for the purposes hereinafter set forth; provided, however, (i) with regard to each Credit-Linked Lender individually, the sum of such Credit-Linked Lender’s Closing Date Credit-Linked Commitment Percentage of the aggregate principal amount of the outstanding Term Commitment, if any, Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment and (Bii) for all with regard to the Credit-Linked Lenders at collectively, the time sum of incurrence thereof the Total Closing Date Term Commitment. The Closing Date aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed the Credit-Linked Committed Amount then in effect. Upon receipt by the Administrative Agent of the proceeds of the Term Loan made on the Closing Date, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Credit-Linked Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). Each Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid or prepaid on any Term Loan may not be reborrowed. LIBOR Rate Loans shall be made by each Credit-Linked Lender will be made by such Lender in the aggregate amount of at its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, LIBOR Lending Office and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Alternate Base Rate Loans to the Borrower, in an aggregate principal amount not to exceed at its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedDomestic Lending Office.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and subject to fulfillment of all conditions precedent set forth in this AgreementArticle XIV, Lender agrees to make a the Term Loan to Borrower, the proceeds from which shall be used by Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: pay in full all of the obligations of Borrower or any Subsidiary under (i) can only the Loan and Security Agreement (the "Wachovia Agreement") dated May 10, 2001, by and between Borrower and Wachovia Capital Investments, Inc. ("WCI") and (ii) that certain promissory note dated July 19, 2000, issued by Borrower in favor of Omnicom Finance and in the original principal amount of $10,000,000.00 as amended from time to time (the "Omnicom Note") and that certain Amended and Restated Credit Agreement (the "Omnicom Agreement") dated as of February 27, ----------------- 2001, by and between Borrower and Omnicom, as amended to date. The Debt arising from the making of the Term Loan shall be incurred evidenced by the Term Note, which shall be executed by Borrower and delivered to Lender on the Closing Date in the entire Date. The applicable principal amount of each Lender’s the Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) Note shall be repaid in accordance with Section 2.12(b); and (v) by Borrower on the applicable Termination Date. The Term Note shall not exceed (A) for any Lender bear interest at the time of incurrence Applicable Rate, calculated and payable in the manner described in Section 2.2(a), from the date thereof on the aggregate unpaid principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the thereof from time of incurrence thereof the Total Closing Date Term Commitmentto time outstanding. The Closing Date Term Loans Note may be prepaid, in whole or in part, by Borrower at any time or from time to time hereafter; provided, however, that, any partial prepayment of the Term Note shall be made in a minimum amount of $500,000 and integral multiples of $100,000 in excess thereof and shall be applied by each Lender will be made by such Lender in the aggregate amount inverse order of its the maturities of such principal installments of the Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject Note then remaining to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedpaid.

Term Loan. On Assignor Amounts $ Amounts Assigned $ Assignee Amounts (post-assignment) $ Assignee Information: Address for Notices: Address for Payments: Bank: Attention: ABA #: Telephone: Account #: Telecopy: Reference: Exhibit B Form of Compliance Certificate Please refer to the Closing DateSecond Lien Credit Agreement dated as of February 27, each Lender that has a Closing Date Term Commitment severally2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Administrative Borrower”), the other Borrowers party thereto from time to time, the lenders party thereto from time to time, as Lenders, and not jointlyAres Capital Corporation, agreesas administrative agent (“Agent”). This certificate (this “Certificate”), on together with supporting calculations attached hereto, is delivered to Agent and Lenders pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly/monthly] report of Borrowers as at (the “Computation Date”), which report fairly presents in all material respects the financial condition and conditions set forth in this Agreement, to make a Term Loan results of operations [(subject to the Borrower pursuant absence of footnotes and to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount normal year-end adjustments)] of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except Borrowers as set forth herein, at the option of the Borrower, be incurred Computation Date and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid has been prepared in accordance with Section 2.12(b); GAAP consistently applied.] Administrative Borrower, for itself and (v) shall not exceed (A) for any Lender on behalf of each other Borrower, hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the time [Computation Date] [date hereof, after giving pro forma effect to the Acquisition (and related Loans) pursuant to which this certificate is delivered]. Administrative Borrower, for itself and on behalf of incurrence thereof the aggregate principal amount each other Borrower, further certifies that no Event of such Lender’s Closing Date Term Commitment, if any, Default or Default has occurred and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitmentis continuing. The Closing Date Term Loans Administrative Borrower has caused this Certificate to be made executed and delivered by each Lender will be made by such Lender in the aggregate amount its officer thereunto duly authorized on . [The Hygenic Corporation, as Administrative Borrower] By: Title: Schedule to Compliance Certificate Dated as of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.(1)

Term Loan. On Subject to the Closing Dateterms and conditions of this Agreement, each Lender that has a Closing Date Term Commitment severallyLender, severally and not jointly, agrees, on the terms and conditions set forth in this Agreement, to will make a Term Loan to the Borrower pursuant in the sum equal to such Lender’s Commitment Percentage of $4,350,000. The Term Loan shall be advanced on the Second Amendment Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: thirty six (36) consecutive monthly principal installments, the first thirty five (35) of which shall be in the amount of $18,125.00 commencing on the first Business Day of March, 2012, and continuing on the first Business Day of each month thereafter, until the Seventh Amendment Closing Date, from and after which date Borrower will continue to pay principal installments in the amount of $18,125.00 on the first Business Day of each month through and including the first Business Day of January, 2016, from and after which date Borrower shall make one (1) interest-only installment in the amount of $14,550.76 on the first Business Day of February, 2016, from and after which date the Borrower will continue to pay principal installments in the amount of $18,125.00 commencing on the first Business Day of March, 2016 and continuing on the first Business Day of each month thereafter, through and including the first Business Day of August, 2016, and a final payment of any unpaid balance of principal and interest shall be due on the first Business Day of September, 2016. Notwithstanding anything to the contrary herein and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on September 1, 2016. The Term CommitmentLoan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.4. On the Fifteenth Amendment Closing Date, Borrowers will execute and deliver to Agent the Fifth Amended and Restated Term Note, in the form attached to the Fifteenth Amendment as Exhibit A. Promptly following the execution and delivery by Borrower of the Fifth Amended and Restated Term Note in the amount of $ 3,481,875.001, which Term Loans: (i) can only be incurred is the principal balance due on the Closing Date Term Loan as of such date, Agent will xxxx the original Fourth Amended and Restated Term Note dated March 1, 2016 in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate original principal amount of such Lender’s Closing Date Term Commitment, if any, $3,549,166.66 “CANCELLED” and (B) for all will return the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans same to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereofCommitment. Each Lender having an Incremental Term Loan Commitment or Extended Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Agreement or Extension Amendment to make Incremental Term Loans or Extended Term Loans, as applicable to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Extended Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Incremental Term Loans or Extended Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in this Agreementherein, at any time on or after the Effective Date but prior to July 11, 2016, each Term Lender severally agrees to make a loan (collectively, the “Term Loan Loan”) to the Borrower pursuant to such Lender’s Closing Date Term CommitmentBorrower, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) Loan shall be repaid made in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made a single drawing by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not up to exceed its Incremental the amount of such Term Lender’s Term Commitment. Upon the earlier of the making of the Term Loan Commitmentor July 11, 2016, the Term Commitments of the Term Lenders shall be terminated. Amounts paid Upon repayment or prepaid prepayment of the Term Loan as provided herein, no amount of the Term Loan may be re-borrowed. Whenever the Borrower desires that the Term Lenders make the Term Loan, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than (x) 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date in the case of an Adjusted LIBOR Rate Loan and (y) 1:00 p.m. at least one (1) Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, if the Funding Notice for the Term Loan is for Adjusted LIBOR Rate Loans same shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. Notice of receipt of the Funding Notice in respect of Incremental the Term Loans may Loan, together with the amount of each Term Lender’s pro rata amount thereof, respectively, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Term Lender with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m.) not be reborrowed.later than 4:00 p.m. on the same day as the Administrative Agent’s receipt of such notice from the Borrower. Each Term Lender shall make its pro rata amount of the requested Term Loan available to the Administrative Agent not later than 11:00 a.m. on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, Bank hereby agrees to make a term loan to Borrower up to the maximum principal amount of Ten Million Three Hundred Thirty-Eight Thousand Four Hundred Fifty-Two and 01/100 Dollars ($10,338,452.01) ("Term Loan"), the proceeds of which shall be used solely to payoff the outstanding unpaid balance of Borrower's prior funded line of credit with Bank, including amounts previously drawn under letters of credit but not reimbursed (the "Prior Loan"), and any amounts drawn from and after the date hereof under Bank letters of credit issued prior to the date of this Agreement ("Letters of Credit"). The undrawn amount of all Letters of Credit shall be reserved under the Term Loan and shall not be available for borrowings thereunder. In respect of amounts not previously drawn, each Letter of Credit shall remain subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. When Borrower pursuant replaces the Loans with another credit facility or facilities with a new lender or lenders, the new lender(s) shall issue replacement letters of credit for all outstanding Letters of Credit or all such Letters of Credit must be cash collateralized or covered by back-to-back letters of credit with no conditions, having an expiry date 30 days beyond the expiry date of the Letter of Credit and otherwise acceptable to such Lender’s Closing Date the Bank ("Back-to-Back L/Cs"). Amounts repaid by Borrower and undrawn amounts under Letters of Credit which expire prior to the maturity of the Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, Loan may not be reborrowed; (iii) may, except as set forth herein, at . Borrower's obligation to repay the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) Loan shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made evidenced by each Lender will be made by such Lender a promissory note substantially in the aggregate amount form of its Exhibit C attached hereto ("Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severallyNote"), and not jointly, agrees on the all terms and subject to the conditions set forth of which are incorporated herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedby this reference.

Term Loan. On An existing term loan in the Closing original aggregate principal amount of $50,000,000 (the “Existing Term Loan”) was advanced to the Borrowers on May 15, 2015 and remains outstanding immediately prior to the Eighth Amendment Effective Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on . Subject to the terms and conditions set forth in of this Agreement, on the Eighth Amendment Effective Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make convert, exchange and “cashless roll” its Pro Rata Share of the Existing Term Loan for an equivalent amount of new term loans (collectively, the “Term Loan”) to Borrowers, such that as of the Eighth Amendment Effective Date (a) each Lender with a Term Loan Commitment shall hold an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount in accordance with this Agreement and (b) the entire amount of the Existing Term Loan shall be deemed repaid simultaneously with the borrowing of the Term Loan, with each Lender with a Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, an equal principal amount of the Term Loan in accordance with this Agreement; provided that (x) each such Lender with a Term Loan Commitment hereby waives its right to any compensation for Funding Losses pursuant to Section 2.12(b)(ii) of this Agreement with respect to the conversion, exchange and “cashless roll” of its portion of the Existing Term Loan; and (y) the Borrowers agree to pay to the Agent, on the first interest payment date for the Term Loan pursuant to Section 2.12(a) (or otherwise, to the extent applicable, pursuant to Section 2.6(d)) following the Eighth Amendment Effective Date and for the ratable benefit of the Lenders holding a portion of the Existing Term Loan, all accrued and unpaid interest on the Existing Term Loan to the Borrower pursuant to such Lender’s Closing Date Eighth Amendment Effective Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Commitment, which Term Loans: Loan shall be due and payable on the earlier of (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; Loan Maturity Date, and (ii) once the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid or repaid, may not be reborrowed; (iii) may. All principal of, except as set forth hereininterest on, at the option and other amounts payable in respect of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans Loan shall constitute Obligations. Any Term Loan Lender may request that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount portion of its Term Loan Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental or the Term Loan Commitment hereby severallymade by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and not jointly, agrees on deliver to such Term Loan Lender the terms and subject requested promissory notes payable to the conditions set forth herein and in the applicable Incremental order of such Term Loan Assumption AgreementLender in substantially the form attached hereto as Exhibit N-1. Thereafter, to make Incremental the portion of the Term Loans Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect order of Incremental Term Loans may not be reborrowedthe payee named therein.

Term Loan. On Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to Section 2.15 (or any increase therein) shall be made on the Closing Date, applicable Increase Effective Date and each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, which elects to make provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees to make Term Loans to the Borrower pursuant in an aggregate amount equal to (a) with respect to any existing Term Loan Lender, the amount by which such Term Loan Lender's Term Loan Commitment increases on the applicable Increase Effective Date and (b) with respect to any new Term Loan Lender, the amount of such new Lender's Term Loan Commitment. The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C-2 hereto (collectively, the "Term Notes"), dated as of the making of such Term Loan and completed with appropriate insertions. One Term Note shall be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Closing Date 's Term CommitmentLoan Commitment or, which Term Loans: (i) can only be incurred on if less, the Closing Date in the entire outstanding amount of each all Term Loans made by such Term Loan Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth hereinbelow. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at an appropriate notation on Administrative Agent's record reflecting the option making of such Term Loan (or as the case may be) the receipt of such payment. The outstanding amount of the BorrowerTerm Loans set forth on Administrative Agent's record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan Lender, be incurred and maintained asbut the failure to record, or Converted intoany error in so recording, Closing Date any such amount on Administrative Agent's record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal or interest on any Term Note when due. Term Loans that are may be Base Rate Loans or Eurodollar LIBOR Loans, in each case denominated in Dollars, as further provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedherein.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Parent Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars, ; provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.15(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereofCommitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Extended Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Incremental Term Loans or Extended Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein in this Agreement, and provided there does not then exist a Default or an Event of Default, the Lender shall, immediately following the execution of this Agreement by the Borrower and the Lender, extend in one (1) advance a term loan (the applicable Incremental “Term Loan”) to the Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, Borrower in an aggregate principal amount equal to Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00). The principal balance of the Term Loan shall be amortized over ten (10) years and shall be repaid in consecutive equal monthly installments of One Hundred Thirty Seven Thousand Five Hundred and No/100 Dollars ($137,500.00), together with interest accrued thereon, each payable on the first day of each calendar month, commencing on the first day of the first month immediately following the Closing Date, and otherwise in accordance with Section 2.7 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to exceed its Incremental make the Term Loan is hereinafter called the “Term Loan Commitment.” Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lender by the Term Loan Borrower. Amounts paid The payment obligations of the Term Loan Borrower to the Lender hereunder are and shall be joint and several as provided in Section 12.21 hereof. The Term Loan shall be evidenced by a promissory note (hereinafter, as the same may be amended, modified or prepaid supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan Note”), duly executed and delivered by the Term Loan Borrower, substantially in respect the form set forth in Exhibit B attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of Incremental Term Loans may not be reborrowedthe Lender in the principal amount of Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) THE TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Lender severally agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date such Lender's Term Loan Commitment Percentage of a term loan in Dollars (the entire amount of each Lender’s "Term Commitment; (iiLoan") once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date FIFTY --------- MILLION DOLLARS ($50,000,000) (the "Term Commitment, if any, and (BLoan Committed Amount") for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment-------------------------- purposes hereinafter set forth. The Closing Date Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. The Borrower shall request the initial Term Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day prior to the date of requested borrowing. Amounts repaid on the Term Loan may not be reborrowed. LIBOR Rate Loans shall be made by each Lender will at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Notwithstanding any provision herein to the contrary, (x) the LIBOR borrowing under Section 2.2 shall be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender as a LIBOR Rate Loan having an Incremental Term Loan Commitment hereby severally, Interest Period of fourteen (14) days and not jointly, agrees on the terms and subject (y) subsequent to such initial LIBOR borrowing but prior to the conditions set forth herein closing of the initial syndication of the Commitment and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerLenders, in all LIBOR Rate Loans under Section 2.2 shall be continued as LIBOR Rate Loans having an aggregate principal amount not to exceed its Incremental Term Loan CommitmentInterest Period of fourteen (14) days. Amounts paid or prepaid in respect All LIBOR Rate Loans having an Interest Period of Incremental Term fourteen (14) days shall bear interest at the same rate as LIBOR Rate Loans may not be reborrowedhaving an Interest Period of one month.

Term Loan. On the Closing Date, each Lender that has a Closing Date an Initial Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Closing Date Term Commitment, which Initial Term Loans: (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (iiiii) once prepaid or repaid, may not be reborrowed; (iiiiv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars, ; provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivv) shall be repaid in accordance with Section 2.12(b2.15(b); and (vvi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereofCommitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans or Extended Term Loans may not be reborrowed.

Term Loan. On (i) Subject to the terms and conditions hereof, each Term Lender agrees to make a term loan (collectively, the "Term Loan") on the Closing Date to each Borrower in the amount of that Borrower's Ratable Share (defined below) of the applicable Term Lender's Term Loan Commitment. The Term Loan shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Term Agent identified in Schedule 2.1 at the address specified therein. Any such notice must be given no later than (1) 1:00 p.m. (New York City time) on the Closing Date, each Lender that has in the case of an Index Rate Loan, or (2) 1 p.m. (New York City time) on the date which is three (3) Business Days prior to the Closing Date, in the case of a Closing Date LIBOR Loan. Each such notice (a "Notice of Term Commitment severallyLoan Borrowing") must be given in writing (by telecopy, overnight courier or, if acceptable to the Term Agent, email) substantially in the form of Exhibit 2.1(b)(i) (or such other form as may be deemed acceptable to Term Agent), and shall include such information required in such Exhibit and/or such other information as may be required by Term Agent. The obligations of each Term Lender hereunder shall be several and not jointlyjoint. To the extent requested under Section 2.10, agrees, on the terms and conditions set forth in this Agreement, to make a each such Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit 2.1(b)(ii) (each a "Term Note" and collectively the "Term Notes"), and all of the Borrowers shall jointly execute and deliver the Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of each Borrower pursuant to such pay its Ratable Share of the applicable Term Lender’s Closing Date 's Term Loan Commitment, which Term Loans: (i) can only be incurred on the Closing Date together with interest thereon as prescribed in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the 2.5. The aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 13) and not jointly, agrees on the terms and subject is referred to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the as that Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.'s "

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, (a) Subject to and not jointly, agrees, on upon the terms and conditions contained herein, in addition to the Revolving Loans and Letter of Credit Accommodations under Sections 2.1 and 2.2 hereof, as a one-time accommodation to Borrower, each Term Lender severally (and not jointly) agrees to fund its Pro Rata Share of a term loan to Borrower in the original principal amount of $12,500,000 on the date hereof (the "Term Loan"). The Term Loan is (i) to be repaid, together with interest and other amounts, in accordance with this Agreement and the other Financing Agreements and (ii) secured by all of the Collateral (subject to the application of proceeds provisions contained herein). The entire unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon shall be due and payable on the earlier of the Term Loan Termination Date or the acceleration of the Obligations. Except for the making of the Term Loan as set forth in this AgreementSection, Borrower shall have no right to request and Term Lenders shall have no obligation to make a any additional loans or advances to Borrowers under this Section and any repayments of the Term Loan shall not be subject to any readvance to or reborrowing by Borrower. The parties hereto agree and acknowledge that proceeds from the making of the Term Loan in the amount of $12,500,000 shall be applied to prepay the Revolving Loans initially funded on the date hereof. (b) Borrower pursuant to such Lender’s Closing Date may prepay the Term CommitmentLoan at any time without penalty; provided that, which Term Loans: (i) can only each such prepayment of the Term Loan shall be incurred on the Closing Date in the entire a minimum principal amount of each Lender’s Term Commitment; $1,000,000 and integral multiples of $100,000 in excess thereof, (ii) once prepaid or repaidno Event of Default shall exist immediately before, and immediately after giving effect to, such prepayment and (iii) Borrower shall have Excess Availability of at least $10,000,000 after giving effect to such prepayment. (c) Agent, on behalf of Borrower, agrees to record the Term Loan on the Register referred to in Section 13.6(b). The Term Loan recorded on the Register (the "Registered Term Loan") may not be reborrowed; evidenced by promissory notes other than a Registered Term Note (iiias defined below). Upon the registration of a Term Loan, any promissory note (other than a Registered Term Note) may, except as set forth hereinevidencing the same shall be null and void and shall be returned to the Borrowers. Borrowers agree, at the option request of Required Term Lenders, to execute and deliver to Term Lenders a promissory note in registered form to evidence such Registered Term Loan (i.e., containing registered note language) and registered as provided in Section 13.6(b) hereof (a "Registered Term Note"), payable to the Borrowerorder of each Term Lender and otherwise duly completed. Once recorded on the Register, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made Obligations evidenced by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans Registered Note may not be reborrowed.removed from the Register so long as it remains outstanding, and a Registered Term Note may not be exchanged for a promissory note that is not a Registered Term Note. 2.4

Term Loan. On the Closing ThirdFourth Amendment Effective Date, each Lender that has a Closing Date an Initial Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Closing Date Initial Term Commitment, which Initial Term Loans: (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing ThirdFourth Amendment Effective Date in an amount up to the entire amount of each Lender’s Initial Term Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the ThirdFourth Amendment Effective Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date; (iiiii) once prepaid or repaid, may not be reborrowed; (iiiiv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars, ; provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivv) shall be repaid in accordance with Section 2.12(b)2.13; and (vvi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in accordance with Section 2.06 hereofthe Notice of Borrowing, and if less than any Lender’s Term Commitment, such Lender’s Term Commitment shall terminate immediately and without further action on the closing date related thereto, after giving effect to the funding of such Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption AgreementAmendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Parent Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans may not be reborrowed.. 77

Term Loan. On Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date (and with respect to the Delayed Draw Term Loan, up to one other date during the Commitment Period pursuant to Section 2.2(e) and subject to the other terms and conditions herein and to the extent the Term Loan Committed Amount exceeds the aggregate of the previously advanced Term Loan), such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Closing Date Term Loan”) in the aggregate principal amount set forth in the Notice of Borrowing delivered to the Administrative Agent, but in no event in excess of TWO HUNDRED ELEVEN MILLION DOLLARS ($211,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. Upon receipt by the Administrative Agent of the proceeds of the Closing Date Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Term Loan made on the Closing Date or any of the three (3) Business Days following the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can may only be incurred on the Closing Date in the entire amount consist of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Alternate Base Rate Loans or Eurodollar Loansunless the Borrower delivers a funding indemnity letter, substantially in each case denominated in Dollarsthe form of Exhibit 2.2(a), provided that all reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date Term Date. LIBOR Rate Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Closing Date Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Closing Date Term Loan Amount. In addition, subject to the terms and conditions of this Agreement, on the Delayed Draw Term Loan Funding Date, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Delayed Draw Term Loan Amount; provided that (a) the Delayed Term Loan shall be made in a single drawing and Borrower may only request one Delayed Draw Term Loan, (b) the date selected by Borrower as the Delayed Draw Term Loan Funding Date shall be a date prior to the second anniversary of the Closing Date, each Lender that has a Closing Date and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. The Delayed Draw Term Commitment severallyLoan shall be made by written request by an Authorized Person delivered to Agent (such written request, the “Delayed Draw Term Loan Notice”) and shall specify the Delayed Draw Term Loan Amount and the Delayed Draw Term Loan Funding Date. The Delayed Draw Term Loan Notice must be received by Agent no later than 10:00 a.m. (California time) on the fifth Business Day prior to the Delayed Draw Term Loan Funding Date. When funded, the Delayed Draw Term Loan shall become part of, and not jointly, agrees, on have all of the terms and conditions set forth applicable to (including without limitation in this Agreementrespect of pricing, to make a repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter (commencing December 31, 2010), each such quarterly installment in an amount equal to the Borrower pursuant to such Lender’s Closing Date Quarterly Term Commitment, which Loan Amortization Amount with a final installment of the unpaid balance on the Maturity Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans: Loan shall be due and payable on the earlier of (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; Maturity Date, and (ii) once the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid or repaid, may not be reborrowed; (iii) may. All principal of, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if anyinterest on, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid other amounts payable in respect of Incremental the Term Loans may not be reborrowedLoan shall constitute Obligations.

Term Loan. On Borrower may, upon at least 5 Business Days prior written notice to Agent, prepay the Closing Dateprincipal of the Term Loan, each in whole or in part. If prior to an Application Event any Lender that has a Closing Date holding the Term Commitment severallyLoan waives in writing its right to any prepayment of the Term Loan described in the foregoing sentence, and not jointlyAgent will remit such amount when received, agrees, on the terms and conditions set forth in this Agreementratably, to make a all other Lenders holding the Term Loan to until the Borrower Term Loan held by such Lenders have been paid in full in cash. Each prepayment made pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivthis Section 2.12(c)(ii) shall be repaid accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in accordance with Section 2.12(bthe inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment); and (v) shall not exceed (A) for any Lender provided, however, that notwithstanding the foregoing if no Default or Event of Default exists at the time of incurrence thereof such prepayment, Borrower may designate any such optional prepayment to be applied to future installments in direct order of maturity (to be applied first to the aggregate principal amount installment due on the date closest to the date of such Lender’s Closing Date Term Commitmentprepayment); provided further that no more than 4-quarterly installments in direct order of maturity may be so designated in any 4-quarter period. Any such notice of prepayment will be irrevocable, if anyprovided, however, that notwithstanding the foregoing, Borrower may rescind one such notice during the term of this Agreement so long as: (A) the notice of rescission is in writing and signed by Borrower; (B) for all the Lenders notice of rescission is received by Agent at least 2 Business Days prior to the date set forth as the date of any such prepayment in such notice; (C) no Default or Event of Default exists at the time such notice of incurrence thereof the Total Closing Date Term Commitmentrescission is received by Agent; and (D) no other notice of rescission has at any time been delivered by Borrower. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.074658.16087/126128822v.10

Term Loan. On the Closing Date, each Each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, severally agrees to make a Term Loan Advance on March 3, 1997, under the terms of this Agreement (relative to such Lender) to the Borrower pursuant as evidenced by the Term Note equal to such Lender’s Closing Date Term Commitment, which Term Loans's Pro Rata Share of Fifty Million Dollars ($50,000,000). (c) The amount available to be advanced under the Revolving Credit Loan shall be reduced dollar-for-dollar by the sum of: (i) can only be incurred on the Closing Date in the entire face amount of each Lender’s Term Commitment; any outstanding Letter of Credit, and (ii) once prepaid or repaid, may not be reborrowedthe principal amount outstanding from time to time under the Swing Line Note. In no event shall the Borrower permit the sum of (x) the face amount of outstanding Letters of Credit; plus (iiiy) may, except as set forth herein, at the option outstanding principal amount of the BorrowerSwing Line Note, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part plus (z) the outstanding principal amount of the same Revolving Credit Notes to exceed the Maximum Total Amount. The outstanding principal amount of all Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) Notes shall not exceed the Maximum Total Amount. (Ad) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on On the terms and subject to the conditions set forth herein hereof and in the applicable Incremental Revolving Credit Notes, and provided no Event of Default or Default Condition has occurred, the Borrower may borrow, repay, and reborrow under the Revolving Credit Loan. On the terms and subject to the conditions hereof and the Term Notes, Borrower shall borrow Fifty Million Dollars ($50,000,000) on March 3, 1997, as the Term Loan. (e) The failure of any Lender to make an Advance under its Revolving Credit Loan Commitment or Term Loan Assumption Agreement, Commitment shall not relieve any other Lender of its obligations hereunder to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Advances under such Lender's Revolving Credit Loan Commitment or Term Loan Commitment, but no Lender shall be responsible for the failure of any other Lender to make an Advance to be made by such other Lender on the date of any requested Advance. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.Section 2.02

Term Loan. On Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to Section 2.15 (or any increase therein) shall be made on the Closing Date, applicable Increase Effective Date and each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, which elects to make provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees to make Term Loans to the Borrower pursuant in an aggregate amount equal to (a) with respect to any existing Term Loan Lender, the amount by which such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Loan Lender’s Term Loan Commitment increases on the applicable Increase Effective Date and (b) with respect to any new Term Loan Lender, the amount of such new Lender’s Term Loan Commitment; . The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C-2 hereto (ii) once prepaid or repaidcollectively, may not the “Term Notes”), dated as of the making of such Term Loan and completed with appropriate insertions. One Term Note shall be reborrowed; (iii) maypayable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Term Loan Commitment or, except if less, the outstanding amount of all Term Loans made by such Term Loan Lender, as set forth hereinbelow. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at an appropriate notation on Administrative Agent’s record reflecting the option making of such Term Loan (or as the case may be) the receipt of such payment. The outstanding amount of the BorrowerTerm Loans set forth on Administrative Agent’s record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan Lender, be incurred and maintained asbut the failure to record, or Converted intoany error in so recording, Closing Date any such amount on Administrative Agent’s record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal or interest on any Term Note when due. Term Loans that are may be Base Rate Loans or Eurodollar LIBORSOFR Loans, in each case denominated in Dollars, as further provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedherein.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, (i) on the Closing Date each Lender agreed (severally, not jointly or jointly and severally) to make a term loan (collectively, the “Original Term Loan Loan”) to the Borrower pursuant Borrowers in an amount equal to such Lender’s Closing Date Pro Rata Share of the Original Term CommitmentLoan Amount, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; and (ii) once prepaid on the First Amendment Effective Date, subject to the terms and conditions of this Agreement, each Lender agreed (severally, not jointly or repaidjointly and severally) to make a term loan (collectively, may not be reborrowed; (iiithe “Additional Term Loan”) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, to Borrowers in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal an amount of equal to such Lender’s Closing Date Pro Rata Share of the Additional Term CommitmentLoan Amount. On the Second Amendment Effective Date, if anysubject to the terms and conditions of this Agreement, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental a Second Additional Term Loan Commitment hereby agrees (severally, not jointly or jointly and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, severally) to make Incremental a term loan (collectively, the “Second Additional Term Loans Loan”) to the Borrower, Borrowers in an aggregate principal amount not equal to exceed its Incremental Second Additional Term Loan Commitment. Amounts The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan shall constitute Obligations. Once any portion of the Term Loan has been paid or prepaid in respect of Incremental Term Loans prepaid, it may not be reborrowed.”

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the Borrower pursuant “Term Loan”) to Borrowers in an amount equal to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option Pro Rata Share of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of Loan Amount by making the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the deposit account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. The Term Loan made on the Closing Date shall be made as a LIBOR Rate Loan, so long as Boise Cascade has delivered a funding indemnity letter in form and substance satisfactory to Agent no later than the date that is three (3) Business Days prior to the Closing Date. After Agent’s receipt of the proceeds of the Term CommitmentLoan, if anyAgent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to (or as directed by) the Borrowers. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Any principal amount of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Term Loan. On An existing term loan in the Closing original aggregate principal amount of $50,000,000 (the “Existing Term Loan”) was advanced to the Borrowers on May 15, 2015 and remains outstanding immediately prior to the Eighth Amendment Effective Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on . Subject to the terms and conditions set forth in of this Agreement, on the ClosingEighth Amendment Effective Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to makeconvert, exchange and “cashless roll” its Pro Rata Share of the Existing Term Loan for an equivalent amount of new term loans (collectively, the “Term Loan”) to Borrowers in an amount equal to, such Lender’s Pro Rata Sharethat as of the Term Loan Amount by making the amount ofEighth Amendment Effective Date (a) each Lender with a Term Loan Commitment shall hold an amount equal to such Xxxxxx’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Deposit Account of Agent identified with such Xxxxxx’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Accountin accordance with this Agreement and (b) the entire amount of the Existing Term Loan shall be deemed repaid simultaneously with the borrowing of the Term Loan, with each Lender with a Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, an equal principal amount of the Term Loan in accordance with this Agreement; provided that (x) each such Lender with a Term Loan Commitment hereby waives its right to any compensation for Funding Losses pursuant to Section 2.12(b)(ii) of this Agreement with respect to the conversion, exchange and “cashless roll” of its portion of the Existing Term Loan; and (y) the Borrowers agree to pay to the Agent, on the first interest payment date for the Term Loan pursuant to Section 2.12(a) (or otherwise, to the extent applicable, pursuant to Section 2.6(d)) following the Eighth Amendment Effective Date and for the ratable benefit of the Lenders holding a portion of the Existing Term Loan, all accrued and unpaid interest on the Existing Term Loan to the Borrower pursuant to such Lender’s Closing Date Eighth Amendment Effective Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Commitment, which Term Loans: Loan shall be due and payable on the earlier of (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; Loan Maturity Date, and (ii) once the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid or repaid, may not be reborrowed; (iii) may. All principal of, except as set forth hereininterest on, at the option and other amounts payable in respect of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans Loan shall constitute Obligations. Any Term Loan Lender may request that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount portion of its Term Loan Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental or the Term Loan Commitment hereby severallymade by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and not jointly, agrees on deliver to such Term Loan Lender the terms and subject requested promissory notes payable to the conditions set forth herein and in the applicable Incremental order of such Term Loan Assumption AgreementLender in substantially the form attached hereto as Exhibit N-1. Thereafter, to make Incremental the portion of the Term Loans Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect order of Incremental Term Loans may not be reborrowedthe payee named therein.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Administrative Borrower, the Term Loan (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be incurred either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and maintained aseach portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, such portion thereof) plus the Applicable Margin; provided that (i) all Closing Date interest accruing on the Term Loans made as part Loan during the period from December 24, 2019 through and including March 31, 2021 shall be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the same Term Borrowing shall consist Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of Term Loans up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the same Type; Term Loan if the Administrative Borrower elects to so capitalize such interest, (iii) all interest accruing on the Term Loan during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Term Loan during the period from September 30, 2021 through March 31, 2022 shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed paid by capitalizing such interest at a rate per annum equal to (A) for any Lender at each portion of the time of incurrence thereof Term Loan that is a Reference Rate Loan, the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, Reference Rate plus the Applicable Margin and (B) for each portion of the Term Loan that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Lenders Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be paid by capitalizing such interest and adding such capitalized interest to the time then outstanding principal amount of incurrence thereof the Total Closing Term Loan if the Administrative Borrower elects to so capitalize such interest, which election, in the case of each of the foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Effective Date Term Commitmentfor each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Borrower not less than 5 Business Days prior to (1) if a SOFR Loan, the commencement of the relevant Interest Period or (2) if a Reference Rate Loan, the last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries. The Closing Date Term Loans Any interest to be made by so capitalized pursuant to this clause (b) shall be capitalized on (x) if a SOFR Loan, the last day of the applicable Interest Period with respect thereto, or (y) if a Reference Rate Loan, the last Business Day of each Lender will be made by such Lender Fiscal Quarter of the Parent and its Subsidiaries and, in each case, added to the aggregate then outstanding principal amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental the Term Loan Commitment hereby severallyand, and not jointlythereafter, agrees on shall bear interest as provided hereunder as if it had originally been part of the terms and subject to outstanding principal of the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan CommitmentLoan. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.(c)

Term Loan. On the Closing Date, each Lender that has a Closing Date an Initial Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a the Initial Term Loan to the Borrower pursuant to such Lender’s Closing Date Initial Term Commitment, which Initial Term Loans: (ia) can only be incurred on the Closing Date in the entire amount of each Lender’s Initial Term Commitment; (iib) once prepaid or repaid, may not be reborrowed; , (iiic) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Initial Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Initial Term Loans made as part of the same Term Borrowing shall consist of Initial Term Loans of the same Type; (ivd) shall be repaid in accordance with Section 2.12(b5.1(b); and (ve) shall not exceed (Ai) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Initial Term Commitment, if any, and (Bii) for all the Lenders at the time of incurrence thereof the Initial Total Closing Date Term Loan Commitment. The Closing Date Initial Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Initial Term Commitment in accordance with Section 2.06 2.6 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth hereof and in this Agreement, to make a Term Loan to reliance upon the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as representations and warranties set forth herein, at each Term Loan Lender severally, but not jointly, agrees to make available to the option of Borrower (through the Borrower, be incurred and maintained as, or Converted into, Administrative Agent) on (a) the Closing Date such Term Loans that are Base Rate Loans or Eurodollar Loans, Loan Lender’s Term Loan Commitment Percentage of a term loan in each case denominated Dollars (the “Initial Term Loan”) in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000) (the “Initial Term Loan Committed Amount”), (b) the First Amendment Effective Date such Term Loan Lender’s Closing Date Term Commitment, if any, Loan Commitment Percentage of a term loan in Dollars (the “Incremental Term Loan”) in the aggregate principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) (the “Incremental Term Loan Committed Amount”) and (Bc) the Second Amendment Effective Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Add-On Term Loan”; and together with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) in the aggregate principal amount of TWENTY-SEVEN MILLION DOLLARS ($27,000,000) (the “Add-On Term Loan Committed Amount”; together with the Initial Term Loan Committed Amount and the Incremental Term Loan Committed Amount, the “Term Loan Committed Amount”), in each case for all the purposes hereinafter set forth. Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders at and in like funds as received by the time of incurrence thereof Administrative Agent (or by crediting such other account(s) as directed by the Total Closing Date Term CommitmentBorrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Term Loan made on the Closing Date, the First Amendment Effective Date Term and/or the Second Amendment Effective Date may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date, the First Amendment Effective Date and/or Second Amendment Effective Date, as applicable. LIBOR Rate Loans shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Term Loan Lender severally agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date such Term Loan Lender's Term Loan Commitment Percentage of a term loan in Dollars (the entire amount of each Lender’s "Initial Term Commitment; (iiLoan") once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date ONE HUNDRED ELEVEN MILLION DOLLARS ($111,000,000) (the "Initial Term Commitment, if any, and (BLoan Committed Amount") for all the Lenders purposes hereinafter set forth. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Add-On Term Loan Lender severally agrees to make available to Borrower on the First Amendment Effective Date such Add-On Term Loan Lender's Add-On Term Loan Commitment Percentage of a term loan in Dollars (the "Add-On Term Loan") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($45,000,000) (the "Add-On Term Loan Committed Amount") for the purposes hereinafter set forth. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Second Add-On Term Loan Lender severally agrees to make available to Borrower on the Third Amendment Effective Date such Second Add-On Term Loan Lender's Second Add-On Term Loan Commitment Percentage of a term loan in Dollars (the "Second Add-On Term Loan", together with the Initial Term Loan and the Add-On Term Loan, the "Term Loan") in the aggregate principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) (the "Second Add-On Term Loan Committed Amount", together with the Initial Term Loan Committed Amount and the Add-On Term Loan Committed Amount, the "Term Loan Committed Amount") for the purposes hereinafter set forth. The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrower may request; provided that on the Third Amendment Effective Date and on the two Business Days following the Third Amendment Effective Date, the Second Add-On Term Loan shall bear interest at the time of incurrence thereof the Total Closing Date Term CommitmentAlternate Base Rate. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On Borrower may, upon at least 5 Business Days prior written notice to Agent, prepay the Closing Dateprincipal of the Term Loan, each in whole or in part. If prior to an Application Event any Lender that has a Closing Date holding the Term Commitment severallyLoan waives in writing its right to any prepayment of the Term Loan described in the foregoing sentence, and not jointlyAgent will remit such amount when received, agrees, on the terms and conditions set forth in this Agreementratably, to make a all other Lenders holding the Term Loan to until the Borrower Term Loan held by such Lenders have been paid in full in cash. Each prepayment made pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivthis Section 2.12(c)(ii) shall be repaid accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in accordance with Section 2.12(bthe inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment); and (v) shall not exceed (A) for any Lender provided, however, that notwithstanding the foregoing if no Default or Event of Default exists at the time of incurrence thereof such prepayment, Borrower may designate any such optional prepayment to be applied to future installments in direct order of maturity (to be applied first to the aggregate principal amount installment due on the date closest to the date of such Lender’s Closing Date Term Commitmentprepayment); provided further that no more than 4-quarterly installments in direct order of maturity may be so designated in any 4-quarter period. Any such notice of prepayment will be irrevocable, if anyprovided, however, that notwithstanding the foregoing, Borrower may rescind one such notice during the term of this Agreement so long as: (A) the notice of rescission is in writing and signed by Xxxxxxxx; (B) for all the Lenders notice of rescission is received by Agent at least 2 Business Days prior to the date set forth as the date of any such prepayment in such notice; (C) no Default or Event of Default exists at the time such notice of incurrence thereof the Total Closing Date Term Commitmentrescission is received by Agent; and (D) no other notice of rescission has at any time been delivered by Borrower. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.074658.16087/130783594v.4

Term Loan. (a) Borrower hereby acknowledges, confirms and agrees that, as of the date hereof and immediately before giving effect to this Amendment, the unpaid balance of the Obligations evidenced by the Original Term Notes is the principal amount of $11,913,862.83 (such principal amount, the "Existing Term Loan Principal Balance"), plus interest accrued and accruing thereon and the other costs and expenses payable under such note. On the Closing Datedate hereof, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on subject to the terms and conditions set forth contained herein, Agent, for the ratable account of Lenders, is making an additional term loan to Borrower in this Agreement, to make a the amount of $9,344,137.17 (the "Additional Term Loan to the Borrower pursuant to such Lender’s Closing Date Term CommitmentAdvance"), which Term Loans: (i) can only shall be incurred on consolidated with the Closing Date in the entire amount of each Lender’s Existing Term Commitment; Loan Principal Balance, and (ii) once prepaid as so consolidated, shall be evidenced by and, together with interest accrued and accruing thereon and other costs and expenses, be payable pursuant to the terms of the Restated Term Notes, the Loan Agreement and the other Financing Agreements, and shall be secured by all of the Collateral. (b) Neither the execution and delivery hereof, nor the consolidation of the Existing Term Loan Principal Balance with the Additional Term Advance, nor the amendment and restatement of the Original Term Notes pursuant to the respective Restated Term Notes shall, in any manner, be construed to constitute payment of, or repaidimpair, may limit, cancel or extinguish, or constitute a novation in respect of, any of the Obligations evidenced by or arising under the Original Term Notes or any other Financing Agreements, and the liens and security interests securing such Obligations shall not in any manner be reborrowed; impaired, limited, terminated, waived or released. (iiic) Borrower hereby requests that Lender credit the proceeds of the Additional Term Advance to the Revolving Loan account of Borrower. Revolving Loans hereafter made to Borrower by virtue of the availability arising from so crediting such proceeds of the Additional Term Advance may, except as set forth hereinto the extent of $4,000,000 thereof, at be used by Borrower for Capital Expenditures, in addition to any other amounts that may be used by Borrower to make Capital Expenditures pursuant to the option Loan Agreement. The balance of such Revolving Loan availability so created with the proceeds of the Borrower, Additional Term Advance shall be incurred and maintained as, used for working capital of Borrower or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part other proper corporate purposes of Borrower not prohibited by the terms of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentFinancing Agreements. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed3.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Parent Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars, ; provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.15(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereofCommitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment or Extended Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans or Extended Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on (a) Subject to the terms and conditions set forth in of this Agreement, (i) during the period from the Closing Date through August 31, 2009, each Lender with a Delayed Draw Term Loan 1 Commitment agrees (severally, not jointly or jointly and severally) to make a term loans (collectively, the "Delayed Draw Term Loan 1") to the Borrower pursuant Borrowers in an amount equal to such Lender’s Closing Date 's Pro Rata Share of the Delayed Draw Term CommitmentLoan 1 Amount, which (ii) during the period from the date that the Delayed Drawn Term Loans: Loan 1 is made through August 31, 2009, each Lender with a Delayed Draw Term Loan 2 Commitment agrees (iseverally, not jointly or jointly and severally) can only be incurred on to make term loans (collectively, the "Delayed Draw Term Loan 2") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Delayed Draw Term Loan 2 Amount and (iii) during the period from the Closing Date through August 31, 2009, each Lender with a Delayed Draw Term Loan 3 Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Delayed Draw Term Loan 3" and together with the Delayed Draw Term Loan 1 and the Delayed Draw Term Loan 2, the "Term Loan") to Borrowers in the entire an amount of each equal to such Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option 's Pro Rata Share of the Borrower, be incurred and maintained as, or Converted into, Closing Date Delayed Draw Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part Loan 3 Amount. The principal of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) Loan shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed consecutive quarterly installments, each in principal amount equal to $500,000 on the first day of each calendar quarter, commencing on the later of (A) for any Lender at the time first day of incurrence thereof the aggregate principal amount of such Lender’s Closing Date first fiscal quarter following the date on which the Delayed Draw Term Commitment, if any, Loan 1 or Delayed Draw Term Loan 3 is made and (B) for all July 1, 2009. Each of the Lenders at Delayed Draw Term Loan 1, the time of incurrence thereof Delayed Draw Term Loan 2 and the Total Closing Date Delayed Draw Term CommitmentLoan 3 shall be available to the Borrowers in a single drawing, upon not less than three (3) Business Days' written notice to Agent. The Closing Date outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans to Loan shall be made by each Lender will be made by such Lender in due and payable on the aggregate amount earlier of its (1) the Maturity Date, and (2) the date of the acceleration of the Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Term Loan Commitment hereby severallyAll principal of, interest on, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid other amounts payable in respect of Incremental the Term Loans may not be reborrowedLoan shall constitute Obligations.

Term Loan. On Subject to the Closing Dateterms and conditions of this Agreement, each Lender that has a Closing Date Term Commitment severallyLender, severally and not jointly, agrees, on the terms and conditions set forth in this Agreement, to will make a Term Loan to Borrowers in the Borrower pursuant sum equal to such Lender’s Closing Date Term Commitment, which Loan Commitment Percentage of $25,000,000. The Term Loans: (i) can only Loan shall be incurred advanced on the Closing Date in and shall be, with respect to principal, payable as follows, subject to acceleration upon the entire amount occurrence of an Event of Default under this Agreement or termination of this Agreement: (a) commencing February 1, 2013, and continuing on the first Business Day of each Lender’s Term Commitment; (ii) once prepaid or repaidand every calendar month thereafter, may not be reborrowed; (iii) may, except as set forth herein, at the option Borrowers shall pay to Agent equal monthly payments of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its $297,619.05 (which amount has been agreed to by Borrowers and Lenders and based upon a seven year principal amortization schedule) and (b) the entire outstanding principal balance of this Term Commitment Loan, together with all accrued and unpaid interest, shall be due and payable in accordance with Section 2.06 hereof. Each Lender having an Incremental full, in cash, on the last day of the Term, if not sooner, by Borrowers; provided, however, if the principal amount of the Term Loan Commitment hereby severally, and not jointly, agrees at any time outstanding exceeds an amount equal to eighty-five percent (85%) of the appraised net orderly liquidation value of Eligible Equipment (based on the terms and subject most recent NOLV Appraisal received by Agent), Borrowers shall immediately prepay, upon request of Agent, the Term Loan in an amount sufficient to eliminate excess. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the conditions “Term Note”) in substantially the form attached hereto as Exhibit 2.4(a). The Term Loan may consist of Domestic Rate Loans or Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent may request. In the event that Borrowers desire to obtain or extend a Eurodollar Rate Loan or to convert a Domestic Rate Loan to a Eurodollar Rate Loan, Borrowing Agent shall comply with the notification requirements set forth herein in Sections 2.2(b) and in (d) and the applicable Incremental provisions of Sections 2.2(b) through (g) shall apply. Amounts repaid under the Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On Borrower may, upon at least 5 Business Days prior written notice to Agent, prepay the Closing Dateprincipal of the Term Loan, each in whole or in part. If prior to an Application Event any Lender that has a Closing Date holding the Term Commitment severallyLoan waives in writing its right to any prepayment of the Term Loan described in the foregoing sentence, and not jointlyAgent will remit such amount when received, agrees, on the terms and conditions set forth in this Agreementratably, to make a all other Lenders holding the Term Loan to until the Borrower Term Loan held by such Lenders have been paid in full in cash. Each prepayment made pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivthis Section 2.12(c)(ii) shall be repaid accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in accordance with Section 2.12(bthe inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment); and (v) shall not exceed (A) for any Lender provided, however, that notwithstanding the foregoing if no Default or Event of Default exists at the time of incurrence thereof such prepayment, Borrower may designate any such optional prepayment to be applied to future installments in direct order of maturity (to be applied first to the aggregate principal amount installment due on the date closest to the date of such Lender’s Closing Date Term Commitmentprepayment); provided further that no more than 4-quarterly installments in direct order of maturity may be so designated in any 4-quarter period. Any such notice of prepayment will be irrevocable, if anyprovided, however, that notwithstanding the foregoing, Borrower may rescind one such notice during the term of this Agreement so long as: (A) the notice of rescission is in writing and signed by Borrower; (B) for all the Lenders notice of rescission is received by Agent at least 2 Business Days prior to the date set forth as the date of any such prepayment in such notice; (C) no Default or Event of Default exists at the time such notice of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made rescission is received by each Lender will be made Agent; and (D) no other notice of rescission has at any time been delivered by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On Foothill has agreed to make a "Term Loan" to Borrower in the Closing Dateoriginal principal amount of $4,000,000. The Term Loan shall be repaid with an initial repayment of $2,000,000 on or before December 30, each Lender that has a Closing Date Term Commitment severally1997, and not jointlythe balance of $2,000,000 repaid through the proceeds received by LaserSight from the disposition of the Vision Pledged Shares pursuant to the terms of the Vision Stock Distribution Agreement, agreesit being agreed between Borrower and Foothill that the first $2,500,000 of such proceeds shall be made available by Foothill to Borrower for Revolving Advances in accordance with the terms hereof through the application of such proceeds to the Foothill Account pursuant to Section 2.7 hereof; and all proceeds received after the receipt of initial $2,500,000 in proceeds shall be applied by Foothill as and when received from Vision, pursuant to the Vision Stock Distribution Agreement or that certain Escrow Agreement between Vision and LaserSight dated as of December 30, 1997 (the "Escrow Agreement"), in repayment of the remaining outstanding balance from time to time under the Term Loan until the Term Loan is fully repaid; and, on May 29, 1998, in the event that the Term Loan has not been fully repaid from proceeds received from the disposition of the Vision Pledged Shares and Vision is obligated, pursuant to the Vision Stock Distribution Purchase Agreement, to pay a shortfall to LaserSight in the amount of the difference between $6,500,000 (subject to certain purchase price adjustments) and the amount received from the disposition of the Vision Pledged Shares, any such cash payment made by Vision shall be applied by Foothill first to the payment of any balance remaining outstanding under the Term Loan, and any amount of such shortfall payment remaining after such application, shall be made available to Borrower for Revolving Advances in accordance with the terms hereof by application to the Foothill Account. The outstanding principal balance and conditions set forth in all accrued and unpaid interest under the Term Loan shall be due and payable upon the termination of this Agreement, to make a whether by its terms, by prepayment, by acceleration, or otherwise. The unpaid principal balance of the Term Loan may be prepaid in whole or in part without penalty of premium at any time during the term of this Agreement upon 30 days prior written notice by Borrower to Foothill. All amounts outstanding under the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedshall constitute Obligations.

Term Loan. On the Closing Effective Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Effective Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted converted into, Closing Date Term Loans that are Base Rate Loans, SOFR Loans or Eurodollar CDOR Loans, in each case denominated in DollarsDollars or in an Alternative Currency, as applicable, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.09(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 2.02 hereof. Each Lender having an Incremental Upon the making of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms date hereof, the Term Commitments will expire and subject will no longer be available to be advanced by the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedLenders.

Term Loan. On During the Closing DateTerm Loan Commitment Period, each Lender that has a Closing Date Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower Borrowers pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on in a single Term Borrowing during the Closing Date Term Loan Commitment Period in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; , (iii) may, except as set forth herein, at the option of the BorrowerBorrower Representative, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 2.07 hereof. Each Lender having an Incremental The Term Commitments shall automatically terminate on the earlier to occur of (x) the date of the initial Term Borrowing and (y) the last day of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedPeriod.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, Lenders have agree to make a Term Loan term loan to the --------- Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of Thirty Eight Million Dollars ($38,000,000.00) (the "Loan"). The Loan shall be made by Lenders ratably in proportion to their respective Loan Commitments. The Loan is evidenced by: that certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the order of U.S. Bank National Association, in the original principal amount equal to the Loan Commitment of said Lender; that certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the order of The Northern Trust Company, in the original principal amount equal to the Loan Commitment of said Lender; and the certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the order of First Tennessee Bank National Association, in the original principal amount equal to the Loan Commitment of said Lender (each, as the same may from time to time be amended, modified, extended or renewed, a "Note"; collectively, the "Notes"; the form of the Notes is attached hereto and incorporated by reference as Exhibit A). The Notes mature on September --------- 27, 2002 (on which date all unpaid principal and all accrued and unpaid interest thereon shall become due and payable). The principal amount of and interest on the Loan shall be payable as set forth in the Notes. In addition to the scheduled principal payments described in the Notes, all proceeds of the sale(s) of any of the stock or substantially all of the Property of any Subsidiary shall be delivered to Agent and applied to the principal balance of the Loan, subject to the other provisions of this Agreement. All principal payments and prepayments on the Loan shall, unless otherwise directed by Borrower in writing at or prior to the time of such Lender’s Closing Date Term Commitmentpayment or prepayment, be applied first to that portion of the Loan, if any, accruing interest based on the Prime Rate and then to those portions of the Loan, if any, accruing interest based on the LIBOR Rate (B) for all and among those portions of the Lenders at Loan, if any, accruing interest based on the time of incurrence thereof LIBOR Rate, being applied to the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender Interest Periods in the aggregate amount order of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedtheir respective expiration dates (i.e. earliest expiration date first)).

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in hereof (including, without limitation, Sections 4.1 and 4.2 of this Agreement, to make a Term Loan to ) and in reliance upon the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as representations and warranties set forth herein, at each Term Loan Lender severally, but not jointly, agrees to make available to the option Borrowers (through the Administrative Agent) on the Funding Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the Borrower, be incurred and maintained as, or Converted into, Closing Date “Term Loans that are Base Rate Loans or Eurodollar Loans, Loan”) in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of FOUR HUNDRED SEVENTY-THREE MILLION DOLLARS ($473,000,000), which amount shall equal the aggregate Allocated Term Loan Amount for advances then outstanding and approved by the Administrative Agent in its discretion for the Eligible Assets approved by the Administrative Agent in its discretion and included in the Term Loan Collateral (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. The Term Loan Collateral and the Allocated Term Loan Amount for each item of Term Loan Collateral shall be evidenced by Confirmations executed by the applicable Borrower and the Administrative Agent. Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such Lender’s proceeds will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of the office of the Administrative Agent specified in Section 10.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrowers). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrowers’ may request; provided, however, that the Term Loan made on the Closing Date Term Commitment, if any, and or any of the three (B3) for all Business Days following the Lenders at the time of incurrence thereof the Total Closing Date Term Commitmentmay only consist of Alternate Base Rate Loans unless the Borrowers deliver a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior to the Closing Date. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Alternate Base Rate Loans to the Borrower, in an aggregate principal amount not to exceed at its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedDomestic Lending Office.

Term Loan. On This Note evidences a straight term loan. Once the Closing Datetotal amount of principal has been advanced, each Borrower is not entitled to further loan advances. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth all oral requests be confirmed in this Agreement, writing. Borrower agrees to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loansbe liable for all sums either: (ia) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid advanced in accordance with Section 2.12(b)the instructions of an authorized person or (b) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (a) Borrower is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (b) Borrower ceases doing business or is insolvent; or (c) Borrower has applied funds provided pursuant to this Note for purposes other than these authorized by Lender. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to xxx, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (vf) determine how, when and what application of payments and credits shall not exceed be made on any other indebtedness owing by such other borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (A) repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender at without the time consent of incurrence thereof or notice to anyone. All such parties also agree that Lender may modify this loan without the aggregate principal amount consent of such Lender’s Closing Date Term Commitmentor notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. ______ Note PRIOR TO SIGNING THIS NOTE, if anyEACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. DATED: OCTOBER 22, 2001 BORROWER: Water Pik, Inc., a Delaware corporation By: /s/ SIGNATURE ON FILE Xxxxxx X. Xxxxxxxxx Vice President—Finance, Chief Financial Officer, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severallyTreasurer Laars, Inc., a Delaware corporation By: /s/ SIGNATURE ON FILE Xxxxxx X. Xxxxxxxxx Vice President—Finance, Chief Financial Officer, and not jointlyTreasurer LENDER: U.S. Bank National Association By: /s/ SIGNATURE ON FILE Xxxxxxx X. XxXxxxx, agrees on the terms Vice President ______ Note Schedule to Form of Promissory Note (Schedule to Exhibit 4.16 to Form 10K filed 3/21/02) Borrowers: Water Pik, Inc. and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption AgreementLaars, to make Incremental Term Loans to the BorrowerInc. Lender: U.S. Bank National Association Reference Principal Amount Collateral (real estate security for note) Owner of Collateral Security Instrument (type) 1. Moorpark Note $ 8,850,000.00 0000 Xxxxxx Xxxxx, in an aggregate principal amount not to exceed its Incremental Term Loan CommitmentXxxxxxxx, XX Laars, Inc. Deed of Trust 2. Amounts paid or prepaid in respect Ft. Xxxxxxx Note $ 5,980,000.00 0000 X. Xxxxxxxx Xx., Xx. Xxxxxxx, CO Water Pik, Inc. Deed of Incremental Term Loans may not be reborrowed.Trust 3. Loveland Note $ 3,510,000.00 000 00xx Xxxxxx XX, Xxxxxxxx, XX Water Pik, Inc. Deed of Trust 4. Rochester Note $ 2,250,000.00 00 Xxxxxxxxxx Xxx, Xxxxxxxxx, XX Laars, Inc. Mortgage ______ Note

Term Loan. On (i) The Cdn. Term Lenders have previously made term loans denominated in Canadian Dollars (collectively, the "Existing Cdn. Term Loan") to Lower Lakes, and Lower Lakes acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the aggregate outstanding principal balance of the "Existing Cdn. Term Loan" under the Existing Credit Agreement is Cdn. $50,992,287.54, which amount shall be deemed to have been, and hereby is, on the Restatement Closing Date, each Lender that has converted into the outstanding principal balance of the Cdn. Term Loan hereunder, without constituting a Closing Date Term Commitment severally, and not jointly, agrees, on novation. Subject to the terms and conditions set forth in this Agreementhereof, each Cdn. Term Lender increasing its respective Cdn. Term Loan Commitment agrees to make a an additional term loan denominated in Cdn. Dollars (collectively with the Existing Cdn. Term Loan, the "Cdn. Term Loan") on the Restatement Closing Date to Lower Lakes in its Pro Rata Share of the amount of Cdn. $3,889,535.28. The principal balance of the Cdn. Term Loan to as of the Borrower pursuant to such Lender’s Restatement Closing Date is Cdn. $54,881,822.82. The Cdn. Term Commitment, which Term Loans: (i) can only Loan shall be incurred on the Closing Date evidenced by promissory notes substantially in the entire amount form of each Lender’s Exhibit 1.1(b) (each, a "Cdn. Term Commitment; (ii) once prepaid or repaidNote" and, may not be reborrowed; (iii) maycollectively, the "Cdn. Term Notes"), and, except as set forth hereinprovided in Section 1.12, at Lower Lakes shall execute and deliver each Cdn. Term Note to the option applicable Cdn. Term Lender. Each Cdn. Term Lender that holds a portion of the Borrower, be incurred and maintained as, or Converted into, Closing Date Existing Cdn. Term Loans Loan under the Existing Credit Agreement that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part is converted into a portion of the same Cdn. Term Borrowing shall consist of Term Loans of Loan hereunder pursuant to the same Type; (iv) preceding sentence shall be repaid deemed to have satisfied all of its Cdn. Term Loan funding obligations hereunder to the extent the Existing Cdn. Term Loan held by such Cdn. Term Lender under the Existing Credit Agreement is converted to outstanding principal under the Cdn. Term Loan hereunder in accordance with the foregoing provisions of this Section 2.12(b1.1(b); and (v) . Each Cdn. Term Note shall not exceed (A) for any Lender at represent the time obligation of incurrence thereof Lower Lakes to pay the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Cdn. Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Lender's Cdn. Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. Amounts paid or prepaid All Cdn. Term Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in respect of Incremental Term Loans may not be reborrowedthe Existing Credit Agreement).

Term Loan. On Subject to the Closing terms and conditions of this Agreement, on the Second Amendment Effective Date, each Lender that has with a Closing Date Term Loan Commitment agrees (severally, not jointly or jointly and not jointly, agrees, on the terms and conditions set forth in this Agreement, severally) to make a term loan (each, a “Term Loan Loan” and collectively, the “Term Loans”) to the Borrower pursuant in an amount equal to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option Pro Rata Share of the Borrower, be incurred and maintained as, or Converted into, Term Loan Amount. The Borrower agrees to pay to each Lender with a Term Loan Commitment a closing fee (the “Term Loan Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, Fee”) in each case denominated in Dollars, provided that all Closing Date Term Loans made as part an amount equal to 8.5% of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Loan funded on the Second Amendment Effective Date; provided that such Term Loan Closing Fee may be paid to each Lender with a Term Loan Commitment out of the proceeds of the Term Loan funded by such Lender as and when funded on the Second Amendment Effective Date. Such Term Loan Closing Fee will be in all respects fully earned, due and payable on the Second Amendment Effective Date and non-refundable and non-creditable thereafter. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Commitment, if anyLoans shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on Any principal amount of the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loans shall constitute Obligations hereunder. Parent agrees to issue the Warrants to each Term Loan Lender on the Second Amendment Effective Date. The Parent, Borrower, and each Term Loan Lender agrees that (i) the consideration payable to the Borrower for the Term Loans is $22,198,000 and (ii) the aggregate purchase price payable to the Parent for the Warrants is $677,000 (or $0.3687 per Warrant). Unless otherwise required by law, the Parent, Borrower, and each Term Loan Lender shall not take any position inconsistent with the preceding sentence on any income tax return or for any other income tax purpose.”

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender with a Term Loan Commitment, severally and for itself alone, agrees to make in Dollars such Lender’s Pro Rata Share of a term loan (the “Term Loan”) in one advance to the Borrower on the Closing Date in the applicable Incremental aggregate amount of (x) the Maximum Term Loan Assumption Agreement, to make Incremental Term Loans to Facility minus (y) the Borrower, in an outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) on the date hereof. As of the Closing Date, (x) the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) is equal to $48,009,165 and immediately after giving effect to such advance on the Closing Date, the DM3\7000734.9 outstanding aggregate principal amount of the “Term Loan” (as defined in this Agreement) is equal to the Maximum Term Loan Facility and (y) the outstanding aggregate principal amount of the “Acquisition Loan” (as defined in the Original Term Loan Agreement) is equal to $11,400,000 and immediately after giving effect to such advance on the Closing Date, the outstanding aggregate principal amount of the “Acquisition Loan” (as defined in the Original Term Loan Agreement) is equal to $0.00 and the “Acquisition Loan Commitment” (as defined in the Original Term Loan Agreement) shall be terminated; provided, however, on the Closing Date the Borrower shall make a voluntary prepayment of the Loan in an amount equal to $700,000.00 (the “Closing Date Prepayment”), which amount shall be received by Administrative Agent and applied by Administrative Agent against the outstanding principal balance of the Term Loan, and, notwithstanding anything to the contrary contained herein, the Administrative Agent and Lenders hereby consent to the Closing Date Prepayment and waive any requirement that any Prepayment Premium be required to be delivered by the Borrower in connection with such Closing Date Prepayment for this specific instance only. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The payment obligations of the Borrower to exceed its Incremental the Lenders and Administrative Agent hereunder are and shall be joint and several as provided in Section 12.21 hereof. Each Lender’s obligation to fund the Term Loan shall be limited to such Lender’s Pro Rata Share of the Term Loan Commitment. Amounts paid or prepaid in respect The Term Loan Commitment shall automatically and permanently terminate concurrently with the making of Incremental the Term Loans may not be reborrowedLoan on the Closing Date.

Term Loan. On With respect to Section 2.3(a) of the Closing Date, each Lender that has a Closing Date Term Commitment severallyLoan Agreement, and not jointly, agrees, on subject to the terms and conditions of this Amendment and the Loan Agreement, at Borrowers’ election exercised by written notice given to Agent at any time within one hundred fifty (150) days of the date of this Amendment, each Term Loan Lender severally (and not jointly) shall make a term loan to Borrowers in an amount equal to such Term Loan Lender’s Pro Rate Share of the amount necessary to increase the aggregate outstanding principal amount of the Term Loans to either (a) Four Million Two Hundred Thousand Dollars ($4,200,000), or (b) seventy percent (70%) of the “Fair Market Value” of the Real Estate as set forth in this Agreementan updated appraisal received by Agent, conducted by appraisers acceptable to make a Term Loan Agent and in form and substance reasonably satisfactory to the Borrower pursuant to Agent; provided, that before making such Lender’s Closing Date Term Commitmentterm loans, which Term Loans: (i) can only be incurred on each Term Loan Lender shall have received an amended and restated Term Note fully executed by the Closing Date Borrowers, in the entire amount of each Lender’s Term Commitment; form and substance satisfactory to Agent, (ii) once prepaid or repaidAgent shall have received an executed amendment to Agent’s deed of trust against the Real Estate, may not be reborrowed; together with endorsements to the title policy covering such deed of trust (to ensure the validity and priority of such deed of trust as so amended), all in form and substance satisfactory to Agent, and (iii) mayAgent, except at its election, and at Borrowers’ expense, shall have received (1) an updated written appraisal of the Real Estate conducted by appraisers acceptable to Agent and in form and substance reasonably satisfactory to Agent, and (2) environmental audits of the Real Estate conducted by an independent environmental engineering firm acceptable to Agent, and in form, scope and methodology satisfactory to Agent, the results of which shall be satisfactory to Agent. Such Term Loans (as increased) shall: (1) constitute the Term Loans as defined in the Loan Agreement, (2) be evidenced by the Term Notes (as amended and restated as provided above), (3) be repaid with interest in accordance with the Loan Agreement, the Term Notes and other Financing Agreements, (4) be secured by all of the Collateral, (5) if increased as set forth herein, at the option of the Borrowerin clause (a) above, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part amortized at a rate of the same Term Borrowing shall consist of Term Loans of the same Type; Fifty Thousand Dollars (iv$50,000) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if anyper month, and (B6) for all the Lenders if increased as set forth in clause (b) above, be amortized at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date a rate sufficient to repay such Term Loans to be made by each Lender will be made by such Lender in the aggregate amount over an assumed term of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedeighty-four (84) months.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof (including, without limitation, Sections 4.1 and 4.2 of this Agreement) and in reliance upon the representations and warranties set forth in this Agreementherein, each Term Loan Lender severally, but not jointly, agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: Borrowers (through the Administrative Agent) (i) can only be incurred on the Closing Date in the entire amount of each such Term Loan Lender’s Term Commitment; Loan Commitment Percentage of a term loan in Dollars (the “Initial Term Loan”) in the aggregate principal amount of SEVENTY-EIGHT MILLION NINE HUNDRED ELEVEN THOUSAND ONE HUNDRED SEVENTY-NINE DOLLARS AND NINETY-ONE CENTS ($78,911,179.91) and (ii) once prepaid or repaidfrom time to time following the Closing Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (each such term loan, may not be reborroweda “Delayed Draw Term Loan”, and collectively, the “Delayed Draw Term Loans”), in the case of each such term loan in an amount equal to the amount drawn on any Non-Cash Collateralized Letter of Credit pursuant to Section 2.3(c)(iii); (iii) mayprovided that, except as set forth herein, at the option aggregate amount of the BorrowerInitial Term Loan and the initial amounts of all Delayed Draw Term Loans (the Delayed Draw Term Loan and the Initial Term Loan, the “Term Loan”), shall not exceed an amount equal to ONE HUNDRED FIFTEEN MILLION SIX HUNDRED EIGHTY THOUSAND TWO HUNDRED EIGHTY-NINE DOLLARS AND ONE CENT ($115,680,289.01) (the “Term Loan Committed Amount”). The Term Loan Collateral and the Allocated Term Loan Amount for each item of Term Loan Collateral shall be incurred evidenced by Confirmations executed by the applicable Borrower and maintained asthe Administrative Agent. Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be made available to the Borrowers by the Administrative Agent by crediting the account of the Borrowers on the books of the office of the Administrative Agent specified in Section 10.2, or Converted intoat such other office as the Borrowers may designate in writing, Closing Date with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrowers). Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall must be repaid in accordance with Section 2.12(b)the provisions hereof and will consist only of LIBOR Rate Loans; and (v) provided, however, that if the LIBOR Rate is not available, all LIBOR Rate Loans shall not exceed (A) for any Lender accrue interest at the Alternate Base Rate until such time of incurrence thereof as the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentLIBOR Rate is available. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed Lender at its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedLIBOR Lending Office.

Term Loan. On the Closing Date, each Lender that has a Closing Date an Initial Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Closing Date Term Commitment, which Initial Term Loans: Loans (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to the entire amount of each Lender’s Term Commitment; (iiiii) once prepaid or repaid, may not be reborrowed; (iiiiv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars, ; provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivv) shall be repaid in accordance with Section 2.12(b2.13(b); and (vvi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in accordance with Section 2.06 hereofthe Notice of Borrowing, and if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption AgreementAmendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans or Extended Term Loans may not be reborrowed.

Term Loan. On Lender shall, subject to the terms and conditions of this Agreement, make a Term Loan to Borrowers on the Closing Date, each Lender that has a Date in the principal sum of $10,000,000 ("Term Loan"). The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, due and payable upon the last day of the Original Term Commitment severallyof this Agreement (subject to mandatory prepayments pursuant to Section 2.2(C) hereof or acceleration upon the occurrence and during the continuation of an Event of Default under this Agreement or termination of this Agreement). Notwithstanding anything herein to the contrary, the entire unpaid principal balance of the Term Loan shall be immediately due and payable upon the acceleration of the Obligations pursuant to Section 11(g) of this Agreement. The Term Loan shall be evidenced by the Term Note. Lender shall, subject to the terms and conditions of this Agreement, from time to time, from and after the Closing Date through the last day of the Original Term, make Loans to Borrowers to finance any Borrower's purchase of Equipment for use in such Borrower's business (any such loan, an "Equipment Loan"). All Equipment Loans shall be in such amounts as are requested by Borrowing Agent on behalf of any Borrower, but in no event shall any Equipment Loan (i) be in an amount less than Five Hundred Thousand Dollars ($500,000) or (ii) exceed the Applicable Percentage of the cash purchase price set forth on the invoice therefor (exclusive of fees, commissions, freight, taxes, installation charges and other soft costs related to such Equipment) of the Equipment then to be purchased. In no event shall the aggregate amount of all (a) Equipment Loans made hereunder exceed $8,000,000 and (b) PMSI Equipment Loans made hereunder exceed $5,000,000. In addition, Borrowers may not receive more than $3,000,000 in Equipment Loans during any twelve (12) consecutive months. Equipment Loans shall be advanced by Lender to Borrowers upon Borrowing Agent's request for either an Additional Equipment Loan or a PMSI Equipment Loan, as the case may be, on behalf of any Borrower together with such information as Lender may reasonably require verifying that such Borrower has made, or will make, during its then current Fiscal Year Capital Expenditures in each case in amounts not less than the requested Equipment Loan. Borrowers, in the aggregate, shall not be permitted to make more than four (4) requests, in the aggregate, in any Fiscal Year but Borrowers shall be permitted to combine two or more purchases of Equipment in order to satisfy the minimum size requirement for an Equipment Loan and to avoid making more than the permitted number of requests for Equipment Loans in any Fiscal Year. All Equipment Loans shall amortize on a seven (7) year basis and shall be payable, with respect to principal, in consecutive quarterly installments, commencing on the first Business Day of the first fiscal quarter following the funding by Lender of the applicable Equipment Loan and the final installment of each Equipment Loan shall be in the amount of the balance thereof and shall be due on the last day of the Original Term, subject to acceleration upon the occurrence of a Default or Event of Default under this Agreement or termination of this Agreement. Each Equipment Loan shall otherwise be evidenced by, and not jointly, agrees, on repayable in accordance with the terms and conditions set forth in this Agreementthe Equipment Note. All Equipment Loans shall be secured by all Collateral except, to make a Term Loan notwithstanding anything to the Borrower pursuant to such Lender’s Closing Date Term Commitmentcontrary herein or in any other Loan Document, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) PMSI Equipment Loan shall be repaid in accordance secured solely by the Equipment being purchased with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedPMSI Equipment Loan.

Term Loan. On the Closing Date each Lender then a party to this Agreement severally made term loans (collectively, the “Closing Date Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Closing Date Term Loan Amount. As of the date of the First Amendment (but prior to making any additional term loans described below), the outstanding principal balance of the Closing Date Term Loan is $19,000,000. Subject to the terms and conditions of this Agreement, on the Voxel Acquisition Closing Date, each Lender that has a Closing Date Term Commitment set forth on Schedule C-2 agrees (severally, not jointly or jointly and not jointly, agrees, on the terms and conditions set forth in this Agreement, severally) to make a Term Loan term loan to Borrower in an amount equal to the Borrower pursuant to amount set forth opposite such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred name on the Closing Date in the entire amount of each Lender’s Term CommitmentSchedule C-2; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of all such Lender’s Closing term loans to be $40,000,000 (the “First Amendment Term Loan Increase”); provided, that Lenders shall not be obligated to make such term loans unless the following conditions precedent have been satisfied: (i) the conditions precedent to the Lenders’ consent to the Voxel Acquisition set forth in Section 2 of the First Amendment shall have been satisfied and (ii) the conditions precedent set forth in Section 3.2 shall have been satisfied. When funded, the First Amendment Term Loan Increase shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter (commencing December 31, 2011), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount with a final installment of the unpaid balance on the Maturity Date (provided, that the quarterly installment due December 31, 2011 shall be in an amount equal to $250,000). The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Commitment, if anyLoan shall be due and payable on the earlier of (i) the Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Any principal amount of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Term Loan Lender severally agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date such Term Loan Lender's Term Loan Commitment Percentage of a term loan in Dollars (the entire amount of each Lender’s "Initial Term Commitment; (iiLoan") once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of ONE HUNDRED ELEVEN MILLION DOLLARS ($111,000,000) (the "Initial Term Loan Committed Amount") for the purposes hereinafter set forth. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Add-On Term Loan Lender severally agrees to make available to Borrower on the First Amendment Effective Date such Add-On Term Loan Lender’s 's Add-On Term Loan Commitment Percentage of a term loan in Dollars (the "Add-On Term Loan", together with the Initial Term Loan, the "Term Loan") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($45,000,000) (the "Add-On Term Loan Committed Amount", together with the Initial Term Loan Committed Amount, the "Term Loan Committed Amount") for the purposes hereinafter set forth. The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrower may request; provided that (i) on the Closing Date and on the two Business Days following the Closing Date, the Initial Term Commitment, if any, Loan shall bear interest at the Alternate Base Rate and (Bii) for all on the Lenders First Amendment Effective Date and on the two Business Days following the First Amendment Effective Date, the Add-On Term Loan shall bear interest at the time of incurrence thereof the Total Closing Date Term CommitmentAlternate Base Rate. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has then a party to this Agreement severally made term loans (collectively, the “Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth Loan”) to Borrower in this Agreement, to make a Term Loan to the Borrower pursuant an amount equal to such Lender’s Pro Rata Share of the Closing Date Term CommitmentLoan Amount. As of the date of the First Amendment (but prior to making any additional term loans described below), which Term Loans: (i) can only be incurred on the outstanding principal balance of the Closing Date Term Loan was $19,000,000. On the Voxel Acquisition Closing Date, each Lender then a party to this Agreement severally made term loans to Borrower in an amount equal to the entire amount of each set forth opposite such Lender’s name on Schedule C-2 under the heading “First Amendment Term CommitmentLoan Increase”; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of all such term loans was $40,000,000 (the “First Amendment Term Loan Increase”). Subject to the terms and conditions of this Agreement, on the Fourth Amendment Effective Date, each Lender set forth on Schedule C-2 under the heading “Fourth Amendment Term Loan Increase” agrees (severally, not jointly or jointly and severally) to make a term loan to Borrower in an amount equal to the amount set forth opposite such Lender’s Closing Date name on Schedule C-2 under the heading “Fourth Amendment Term CommitmentLoan Increase”; the aggregate principal amount of all such term loans to be $10,000,000 (the “Fourth Amendment Term Loan Increase”). When funded, if anythe Fourth Amendment Term Loan Increase shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents. After making the Fourth Amendment Term Loan Increase on the Fourth Amendment Effective Date, the outstanding principal balance of the Term Loan shall be $67,250,000. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter (commencing September 30, 2012), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount with a final installment of the unpaid balance on the Maturity Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Any principal amount of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On Subject to all ofOn the Closing Effective Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set hereof, each Term Lender hereby agreesset forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Effective Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted converted into, Closing Date Term Loans that are Base Rate Loans, SOFR Loans or Eurodollar CDOR Loans, in each case denominated in DollarsDollars or in an Alternative Currency on the Effective Date in an, as applicable, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.09(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of equal toof such Term Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans Loan may not be reborrowed under any circumstances, and, uponLoans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 2.02 hereof. Each Lender having an Incremental Upon the making of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms date hereof, the Term Commitments will expire and subject will no longer be available to be advanced by the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedLenders.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, Subject to and not jointly, agrees, on upon the terms and conditions herein set forth in this Agreementforth, each Lender severally agrees to make to Borrowers a Post-Petition Term Loan Advance in an amount not to the Borrower pursuant to exceed such Lender’s Closing Date 's Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Post-Petition Term Loan Commitment hereby severally, and not jointly, agrees shall be comprised of Post-Petition Term Loan Advances that shall be funded by Lenders on the terms and subject to first Business Day after Agents notify Lenders that the conditions set forth herein and in the applicable Incremental Post-Petition Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, Conditions are satisfied and in an aggregate principal amount not to exceed its Incremental the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan Commitmenton such date. Amounts paid or prepaid The proceeds of the Post-Petition Term Loan Advances shall be used by Borrowers solely to pay in full the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan. Each Post-Petition Term Loan Advance shall be evidenced by a Term Note in the principal amount of Incremental the Term Loans may Loan Commitment of the holder thereof, shall be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Notes and the other DIP Financing Documents and shall be secured by all of the Collateral. The Post-Petition Term Loan shall be repaid in monthly installments of $425,000 each, with the first installment due on the first day of the month immediately following the funding of the Post-Petition Term Loan Advances, and continuing on the first day of each month thereafter, with a final payment due upon the Commitment Termination Date. The Term Loan Commitment of each Lender shall expire on the funding by such Lender of its Post-Petition Term Loan Advance. Borrowers shall not be reborrowedentitled to reborrow any amounts repaid with respect to the Post-Petition Term Loan Advances. All of the Post-Petition Term Loan Advances shall initially be Base Rate Loans. Each Lender shall make its Post-Petition Term Loan Advance available to Collateral Agent in immediately available funds, to such account of Collateral Agent as Collateral Agent may designate, not later than 12:00 noon on the first Business Day after Agents notify Lenders that the Post-Petition Term Loan Conditions are satisfied.

Term Loan. (a) On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to LaSalle shall make a term loan to Borrower in the original principal amount of Two Million Nine Hundred Thousand Dollars ($2,900,000) (the "TERM LOAN"). Principal payable on account of the Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: shall be payable (x) in successive monthly installments (i) can only payable on the first day of each month, the first of which installments shall be incurred due and payable on the first day of the month immediately following the 30th day after the Closing Date in the entire amount of each Lender’s Term Commitment; and (ii) once prepaid or repaidbased on an amortization schedule consisting of one-hundred eighty (180) equal and level payments, may not be reborrowedand (y) in quarterly installments payable within thirty (30) days after the end of each fiscal quarter (commencing with the fiscal quarter ending March 31, 2001) in any amount equal to twenty percent (20%) of Excess Cash Flow during such fiscal quarter then ended; (iii) mayprovided, except as set forth hereinhowever, at that the option entire unpaid principal balance of the Borrower, Term Loan shall be incurred due and maintained as, or Converted into, Closing Date payable in full upon the expiration of the Original Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollarsof this Agreement; and, provided further, that all Closing Date in the event that the Original Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid this Agreement is initially or subsequently renewed in accordance with Section 2.12(b); paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Term Loan, and any accrued and unpaid interest thereon, shall be immediately due and payable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, if either LaSalle or both Borrower and A-OK elect to terminate both this Agreement and the A-OK Loan Agreement as of the end of any such Original or Renewal Term and (vii) shall not exceed (A) for any Lender at the time acceleration of incurrence thereof the aggregate principal amount Liabilities pursuant to paragraph 17 of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption this Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On Subject to the Closing Dateterms and conditions of this Agreement, on or prior to December 31, 2004, at Administrative Borrower's written request in accordance with SECTION 2.3, each Lender that has with a Closing Date Term Loan Commitment agrees (severally, not jointly or jointly and not jointlyseverally) to make term loans (collectively, agreesthe "TERM LOAN") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Term Loan Amount; PROVIDED, on however, that the terms and obligations of the Lenders with Term Loan Commitments to make the Term Loan shall be subject to the following conditions (in addition to the other conditions set forth in this Agreement, including SECTION 3.2): (a) Borrowers and Agent shall have mutually agreed on a schedule of Equipment to make a be set forth on SCHEDULE E-1 upon which the Term Loan will be based (such Equipment, "ELIGIBLE EQUIPMENT"); (b) Agent shall be satisfied with the results of an appraisal of the Eligible Equipment conducted by a qualified appraisal company selected by Agent; (c) no Default or Event of Default shall have occurred and be continuing; (d) Agent shall be satisfied that all acts necessary to perfect the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date Agent's Liens in the entire amount of each Lender’s Term CommitmentEligible Equipment have been taken; (iie) once prepaid Administrative Borrower shall have made the request for the Term Loan on or repaidprior to December 31, may not be reborrowed2004; and (iiif) may, except as set forth herein, at Borrowers shall have paid the option fee due in connection with the funding of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, Loan in each case denominated in Dollars, provided that all Closing Date accordance with the Fee Letter. The Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) Loan shall be repaid in accordance quarterly installments, each in an amount equal to 1/20th of the Term Loan Amount, plus accrued and unpaid interest on such amounts, such installments to be due and payable on the first day of each such quarter (commencing on March 1, 2005) and continuing until and including the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration, on which date the unpaid balance of the Term Loan would be due and payable in full, together with Section 2.12(b); all accrued and (v) unpaid interest on such amount. All amounts outstanding under the Term Loan shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate constitute Obligations. Any principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid repaid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each (i) Initial Term Loan Lender severally, but not jointly, agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (ithrough the Administrative Agent) can only be incurred on the Closing Date in the entire amount of each such Initial Term Loan Lender’s Initial Term Commitment; Loan Commitment Percentage of a term loan in Dollars (iithe “Initial Term Loan”) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of FORTY-FOUR MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($44,750,000) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth and (ii) each First Amendment Term Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the First Amendment Effective Date such First Amendment Term Loan Lender’s First Amendment Term Loan Commitment Percentage of a term loan in Dollars (the “First Amendment Term Loan”; and together with the Initial Term Loan, the “Term Loan”) in the aggregate principal amount of FIVE MILLION TWO-HUNDRED FIFTY THOUSAND DOLLARS ($5,250,000) (the “First Amendment Term Loan Committed Amount”; and together with the Initial Term Loan Committed Amount, the “Term Loan Committed Amount”) for the purposes hereinafter set forth. Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Initial Term Loan made on the Closing Date Term Commitmentor any of the two (2) Business Days following the Closing Date, if anymay only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, and substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (B3) for all Business Days prior to the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentDate. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date an Initial Term Commitment severally, and not jointly, severally agrees, on the terms and conditions set forth in this Agreement, to make a an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Closing Date Initial Term Commitment, which Initial Term Loans: Loans (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to the entire amount of each Lender’s Initial Term Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date; (iiiii) once prepaid or repaid, may not be reborrowed; (iiiiv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars, ; provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (ivv) shall be repaid in accordance with Section 2.12(b)2.13; and (vvi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in accordance with Section 2.06 hereofthe Notice of Borrowing, and if less than any Lender’s Term Commitment, such Lender’s Term Commitment shall terminate immediately and without further action on the closing date related thereto, after giving effect to the funding of such Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption AgreementAmendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts paid repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans, Extended Term Loans or Refinancing Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Administrative Borrower, the Term Loan (for the avoidance of doubt, excluding the Deferred Interest Amount) or any portion thereof shall be incurred either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the Term Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and maintained aseach portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for the Term Loan (or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, such portion thereof) plus the Applicable Margin; provided that all Closing interest accruing on the Term Loan during the period commencing on the Amendment No. 3 Effective Date Term Loans made as part and thereafter at a rate per annum of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) 2.00% shall be repaid in accordance with Section 2.12(b); deferred and (v) not capitalized and shall not exceed be due and payable on the earlier of (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Final Maturity Date Term Commitment, if any, and (B) the date on which the Term Loan is declared due and payable pursuant to the terms of this Agreement; provided, further, that (1) solely with respect to all interest accruing on the Term Loan for all the Lenders at Interest Period ending August 1, 2023 (such amount, the time of incurrence thereof “August Interest Payment”), such August Interest Payment shall be paid by capitalizing such interest and adding such capitalized interest to the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate then outstanding principal amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental the Term Loan Commitment hereby severally, and not jointly, agrees (2) solely with respect to all interest accruing on the terms Term Loan for the Interest Period ending September 1, 2023 (such amount, the “September Interest Payment”), such September Interest Payment shall be paid by capitalizing such interest and subject adding such capitalized interest to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate then outstanding principal amount not to exceed its Incremental of the Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedLoan.” 4.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, to make each Lender with a Term Loan Commitment severally, but not jointly, agrees to make available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (ithrough the Administrative Agent) can only be incurred on the Closing Date in the entire amount of each such Term Loan Lender’s Term Commitment; Loan Commitment Percentage of a term loan in Dollars (iithe “Term Loan”) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth (such Lender’s facility, the “Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Term Loan made on the Closing Date Term Commitmentmay only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, if anysubstantially in the form of Schedule 2.4(a), and reasonably acceptable to the Administrative Agent not less than three (B3) for all Business Days prior to the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentDate. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Lender severally agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred Administrative Agent on the Closing Date in the entire amount of each such Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist Credit-Linked Commitment Percentage of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof Dollars in the aggregate principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be increased by (i) any Credit-Linked Purchase that is converted to Term Loans pursuant to Section 2.2(d)(ii), (ii) any conversion of the Credit-Linked Deposit to Term Loans pursuant to Section 2.3(g) and (iii) any Incremental Facility pursuant to Section 2.4, the “Term Loan Committed Amount”) for the purposes hereinafter set forth; provided, however, (i) with regard to each Lender individually, the sum of such Lender’s Closing Date Term Commitment, if any, and (B) for all Credit-Linked Commitment Percentage of the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Lender’s Credit-Linked Commitment and (ii) with regard to the Lenders collectively, the sum of the aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed its Incremental the Credit- Linked Committed Amount then in effect. Upon receipt by the Administrative Agent of the proceeds of the Term Loan Commitmentmade on the Closing Date, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). Each Term Loan may consist of Prime Rate Loans or Eurodollar Rate Loans, or a combination thereof, as the Borrower may request; provided that on the Closing Date the Term Loan may only consist of Prime Rate Loans. Amounts paid repaid or prepaid in respect of Incremental on any Term Loans Loan may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, Subject to and not jointly, agrees, on upon the terms and conditions herein set forth in this Agreementforth, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in and upon the entire amount effectiveness of each Lender’s Term Commitment; (ii) once prepaid or repaidthis Agreement, may not be reborrowed; (iii) may, except as set forth herein, at the option other Loan Documents and the consummation of the BorrowerAssignment and Resignation Transactions, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, (i) the Existing Indebtedness in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of $94,000,000 outstanding and owing to the Lenders pursuant to the Existing Credit Agreement shall be amended, continued, converted, reallocated and restated as (a) term A-1 loans (collectively, the “Term A-1 Loans”) hereunder in a principal amount equal to $55,094,149.42 and (b) term B-1 loans (collectively, the “Term B-1 Loans” and together with the Term A-1 Loans, the “Converted Term Loans”) hereunder in a principal amount equal to $22,021,759.58, and for each Lender in an amount equal to such Lender’s Converted Term Loan Amount, (ii) each Term A-2 Lender shall, on the Closing Date Date, make its portion of the term A-2 Loans (collectively, the “Term A-2 Loans”) to the Borrower in a principal amount equal to such Lender’s Term A-2 Loan Commitment, if any, and (Biii) for all each Term B-2 Lender shall, on the Lenders at Closing Date, make its portion of the time of incurrence thereof term B-2 Loans (collectively, the Total Closing Date “Term B-2 Loans”) to the Borrower in a principal amount equal to such Lender’s Term B-2 Loan Commitment. The Closing Date All principal of, interest on, and other amounts payable in respect of the Converted Term Loans to shall be made by amended restated and continued as Obligations. The Term A-2 Loan Commitment and the Term B-2 Loan Commitment of each Lender will be made to fund such Term A-2 Loans and Term B-2 Loans shall terminate upon the funding by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereofA-2 Loans and Term B-2 Loans. Each Lender having an Incremental Term Loan Commitment hereby severallyOnce repaid, and not jointlywhether such repayment is voluntary or required, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained in this Section 2.1, subject to the terms and conditions of this Agreement, Borrower hereby acknowledges, confirms and agrees that (i) immediately prior to the Closing Date, the outstanding principal amount of the revolving advances under the Existing Credit Agreement is equal to $94,000,000 (such Indebtedness being hereinafter referred to as the “Existing Indebtedness”); such advances are outstanding and, upon the effectiveness of this Agreement, the other Loan Documents and the consummation of the Assignment and Resignation Transactions, payable under this Agreement to Administrative Agent and the Lenders without set-off, counterclaim, deduction, offset or defense; and such obligations are secured by a first priority (subject to exceptions set forth in this Agreement and/or the other Loan Documents) security interest in and lien on the Collateral, (ii) all of such Existing Indebtedness shall not be repaid on the Closing Date, but rather shall be amended, continued, converted, reallocated and restated by this Agreement as Term A-1 Loans in the principal amount of $55,094,149.42 outstanding hereunder and Term B-1 Loans in the principal amount of $22,021,759.58 outstanding hereunder, (iii) the Aggregate Commitments (as defined under the Existing Credit Agreement) shall be terminated, (iv) all other Obligations (as defined under the Existing Credit Agreement) outstanding under the Existing Credit Agreement and relating to the period prior to the date hereof shall not be repaid on the Closing Date but shall be extinguished, (v) the Term A-2 Lenders shall make the Term A-2 Loans in the aggregate principal amount of $19,921,314.59 on the Closing Date, (vi) the Term B-2 Lenders shall make the Term B-2 Loans in the aggregate principal amount of $7,962,776.50 on the Closing Date and (vii) after giving effect to all of the foregoing, the aggregate outstanding principal amount of the Term A Loans on the Closing Date is $75,015,463.92 and the aggregate outstanding principal amount of the Term B Loans on the Closing Date is $29,984,536.08.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, each Lender with a Term Loan Commitment severally agrees to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: in two (i2) can only be incurred on draws as requested by the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid Borrower in accordance with Section 2.12(b4.2 (the first of such draws, the “Initial Term Loan Draw” and the second of such draws, the “Delayed Term Loan Draw” and, collectively, the “Term Loan Draws”); and provided that (va) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Initial Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerDraw, in an aggregate principal amount equal to $275,000,000, shall be made on the Closing Date, (b) the Delayed Term Loan Draw, in an aggregate principal amount equal to $200,000,000, shall be made no later than 2:00 p.m. on January 15, 2007 (the “Delayed Term Loan Funding Deadline”), (c) the aggregate principal amount of the Term Loan outstanding (after giving effect to any amount requested) shall not to exceed its Incremental the Term Loan Commitment, (d) the portion of aggregate principal amount of the outstanding Term Loan from any Lender to the Borrower shall not at any time exceed such Lender’s Term Loan Commitment and (e) each Lender’s Term Loan Commitment shall terminate as of the Delayed Term Loan Funding Deadline (regardless of (i) the failure of the Borrower to request the Delayed Term Loan Draw or (ii) the failure of the Borrower to fully utilize the total aggregate principal amount of the Term Loan Commitment upon making the Delayed Term Loan Draw). Amounts paid or prepaid Each Term Loan Draw shall be funded by each such Lender in respect a principal amount equal to such Lender’s Term Loan Percentage of Incremental the aggregate principal amount of the Term Loans may not be reborrowedLoan made on the applicable date.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth of this Agreement and in this Agreement, to make a Term Loan to reliance upon the representations and warranties of Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental other Loan Documents, Lenders agree to lend to Borrower the Term Loan Assumption Agreementin the aggregate original principal amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) which shall be funded as follows: (a) on the Closing Date, Lenders shall make a loan to Borrower in the original principal amount of Thirteen Million Dollars ($13,000,000) (the “Original Term Loan”), (b) on the First Amendment Closing Date, Lenders shall make Incremental a loan to Borrower in the original principal amount of Two Million Dollars ($2,000,000) (the “First Additional Term Loans Loan”) and (c) on the Second Additional Term Loan Closing Date, Lenders shall make a loan to Borrower in the Borroweroriginal principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Second Additional Term Loan”). The Original Term Loan shall be due and payable in full on the Maturity Date, the First Additional Term Loan shall be due and payable in full on the First Additional Term Loan Maturity Date and the Second Additional Term Loan shall be due and payable in full on the Second Additional Term Loan Maturity Date, in an aggregate principal amount not to exceed its Incremental Term Loan Commitmenteach case without defense, set off or counterclaim of any sort. Amounts paid or prepaid in respect of Incremental Term Loans borrowed under this Section 2.1 and repaid may not be reborrowed. In order to evidence each Lender’s Commitment Percentage of the Term Loan, (i) on or prior to the Closing Date, Borrower shall execute and deliver to each Lender the Original Term Note, (ii) on or prior to the First Amendment Closing Date, Borrower shall execute and deliver to each Lender the First Additional Term Note and (iii) on or prior to the Second Additional Term Loan Closing Date, Borrower shall execute and deliver to each Lender the Second Additional Term Note.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on (a) Subject to the terms and conditions set forth in of this --------- Agreement, to make each Lender with a Term Loan A Commitment or a Term Loan B Commitment, as the case may be, severally agrees to make (i) an Advance of the Term Loan A to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in an amount equal to its Applicable Commitment Percentage of the entire Total Term Loan A Commitment and (ii) an Advance of the Term Loan B to the Borrower on the Closing Date in an amount equal to its Applicable Commitment Percentage of the Total Term Loan B Commitment. The principal amount of each Lender’s Segment of the Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth hereinLoans outstanding hereunder from time to time shall bear interest, at the option of Borrower's election, at an interest rate per annum equal to the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or the Eurodollar LoansRate; provided, however, that (x) no Eurodollar Rate -------- Segment shall have an Interest Period that extends beyond the Term Loan A Maturity Date or the Term Loan B Maturity Date, as the case may be, (y) each Eurodollar Rate Segment of each Term Loan shall be in the minimum amount of $5,000,000 and if greater, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part an integral multiple of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any$1,000,000, and (Bz) for all each Eurodollar Rate Segment may, subject to the Lenders at provisions of Sections 2.4, 2.6 and 2.7 and Article XI, be repaid only on the time last day of incurrence thereof ------------ --- --- ---------- the Total Closing Date Interest Period with respect thereto. No amount of any Term Commitment. The Closing Date Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent Advances of Term Loans to Loan amounts shall be made by each any Lender will be made by after the initial such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedAdvance.

Term Loan. On the Closing DateEach Term Lender, each Lender that has a Closing Date Term Commitment severally, severally and not jointly, agrees, on the terms and conditions set forth in this Agreement, agrees to make a term loan (collectively, the "Term Loan Loan") to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar LoansEffective Date, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Term Lender’s Closing Date 's Term Loan Commitment, if any, which shall be repayable in accordance with the terms of this Agreement and (B) for the Term Notes and shall be secured by all of the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentCollateral. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental the Term Loan Commitment hereby severallyCommitments is $25,000,000. The proceeds of the Term Loan, and not jointly, agrees less the amount of the Term Loan Closing Fee paid on the terms Effective Date pursuant to Section 2.3, shall be funded directly into a cash Collateral account at Bank, which shall be pledged to Agent as security for the Obligations (the "Term Loan Cash Collateral"). Upon the satisfaction in full of the Conditions to Release on or prior to the 30th day after the Filing Date, unless extended by all Lenders, the Term Loan Cash Collateral shall be released to Agent for application against the Revolving Credit Loans (but such application shall not reduce the Revolving Loan Commitments). The proceeds of the Term Loan, once so paid to Agent , shall be used for the purposes and subject to the conditions limitations set forth herein for Revolving Credit Loans in subsection 1.1.3; notwithstanding the foregoing, no portion of the proceeds of the Term Loan shall be used to repay Prepetition Obligations. If the Conditions to Release have not been satisfied in full on or prior to the 30th day after the Filing Date, unless extended by all Lenders, the Term Loan Cash Collateral shall be promptly paid to the Term Lenders for application first, to all accrued and unpaid interest on the Term Loan and then to prepay the principal balance of the Term Loan. Concurrently with any such repayment, Borrower shall be required to pay to the Term Lenders all remaining outstanding principal of, and all accrued interest on, the Term Loan, and all other amounts then due and owing to the Term Lenders; provided, however, that without the consent of Agent and the Revolving Lenders, no such amounts shall be paid out of any source other than proceeds of the Term Loan Primary Collateral. Notwithstanding the foregoing, the Term Loan Commitment of the Term Lenders shall expire immediately if the Term Loan is not made within 2 Business Days after the entry of the Interim Financing Order and in the applicable Incremental Term Loan Assumption Agreementany event, to make Incremental Term Loans to the Borroweron or before May 23, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed2003.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subjectct to the terms and conditions set forth in of this Agreement and the Share Purchase Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred and in reliance on the Closing Date in the entire amount representations and warranties of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions Borrower set forth herein and in the applicable Incremental Other Documents and the representations and warranties of each Term Loan Assumption Lender set forth in the Share Purchase Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental each Term Loan CommitmentLender, severally and not jointly, shall be deemed to advance on the Closing Date to Borrower a Term Loan in the sum equal to such Term Loan Lender’s Term Loan Commitment Percentage of $57,150,000 in exchange for such Term Loan Lender’s Preferred Shares and Warrants, which (i) Preferred Shares shall be deemed to have been repurchased by Borrower and no longer outstanding upon the deemed advance of such Term Loan and (ii) Warrants shall deemed to be cancelled and of no further force and effect upon the deemed advance of such Term Loan. Amounts paid Each Term Loan Lender shall deliver or prepaid cause to be delivered to Borrower not later than 14 calendar days after the Closing Date (a) the original certificate(s) for its Preferred Shares, duly endorsed for transfer or accompanied by stock powers duly executed in blank, and (b) its original Warrant(s), or affidavits of Lost Certificate and Warrants in form reasonably acceptable to Borrower. The Term Loan shall be deemed advanced on the Closing Date and shall be, with respect to principal, interest and any other amount due thereunder, payable on the last day of Incremental Term Loans may not be reborrowedthe Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on (a) Subject to the terms and conditions set forth in this Agreementhereof, each Lender hereby agrees to make a Term Loan convert to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred , on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaidFirst Amendment Effective Date, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Revolving Credit Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not equal to exceed its Incremental the amount of such Lender's Term Loan CommitmentCommitment and to maintain such Loans as Term Loans hereunder. Amounts paid Term Loans repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All Term Loans shall be paid in full on the Termination Date. The amount of a Lender's Term Loan Commitment shall be automatically reduced on the date, and in the amount, of any payment of such Lender's Term Loans. (b) The Term Loans made by each Lender shall be evidenced by a promissory note substantially in the form of Exhibit N, with appropriate insertions as to payee, date and principal amount (a "Term Note"), payable to the order of such Lender and in a principal amount equal to the lesser of (i) the initial Term Loan Commitment of such Lender and (ii) the aggregate unpaid principal amount of all Term Loans made by such Lender. Each Lender is hereby authorized to record the date and amount of each payment or prepayment of principal of the Term Loan made by such Lender on the schedule annexed to and constituting a part of its Term Note, and any such recordation shall constitute prima facie evidence of the accuracy of such information so recorded; provided that failure to make any such recordation, or any error in such recordation, shall not affect the rights of such Lender or the Borrower's obligations in respect of the applicable Term Loans. Each Term Note shall (x) be dated the First Amendment Effective Date, (y) be stated to mature on the Termination Date and (z) provide for the payment of interest in accordance with subsection 2.7.

Term Loan. On At Borrower's option, on any Business Day not later than the second (2nd) anniversary of the Closing Date (the "Term Loan Conversion Date"), Borrower shall have the right to convert up to Twenty Five Million Dollars ($25,000,000) in existing Borrowings under Line of Credit A to a term loan (the "Term Loan"); provided, however, that (i) Borrower has given Lender at least ten (10) Business Days' advance written notice to such effect, (ii) no Event of Default or Default Condition then exists or otherwise would result therefrom, and (iii) the Line of Credit A Commitment shall reduce, dollar-for-dollar, by the principal amount of the Term Loan, effective on the Term Loan Conversion Date. The Debt arising from the making of the Term Loan shall be evidenced by the Term Note, which shall be executed by Borrower and delivered to Lender on the Term Loan Conversion Date. The principal amount of the Term Note shall be repaid by Borrower in nineteen (19) principal installments, each in a principal amount equal to one-forty-eighth (1/48th) of the principal amount of the Term Loan, payable commencing on the first day of the first calendar quarter following the Term Loan Conversion Date, each Lender that has and continuing on a Closing Date Term Commitment severally, and not jointly, agreesquarterly basis thereafter, on the terms first day of each succeeding calendar quarter, followed by one (1) final principal installment equal to so much of the principal balance of the Term Note as is then outstanding, which shall be due and conditions set forth payable on the twentieth (20th) such quarterly date. The Term Note shall bear interest at the Applicable Rate, payable in this Agreementthe manner described in Section 2.2.1, from the date thereof on the unpaid principal amount thereof from time to make time outstanding. The Term Note may be prepaid, in whole or in part, by Borrower at any time or from time to time hereafter; provided, however, that, any partial prepayment of the Term Note shall be in a Term Loan minimum amount equal to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire principal installment amount of each Lender’s the Term Commitment; (ii) once prepaid Note prescribed hereinabove or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred integral multiples thereof and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made applied by each Lender will be made by such Lender in the aggregate amount inverse order of its the maturities of such principal installments of the Term Commitment in accordance with Section 2.06 hereof. Each Note then remaining to be paid; and provided, further, that Borrower first shall have remitted to Lender having an Incremental Term Loan Commitment hereby severally, any prepayment fee then due and not jointly, agrees on the terms and subject payable to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid Lender in respect of Incremental Term Loans may not be reborrowedLIBOR Borrowings, as prescribed in Sections 2.2.1.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severallyLender, severally and not jointly, agrees, on the terms and conditions set forth made a term loan to Borrower in this Agreement, to make a Term Loan to the Borrower pursuant amount equal to such Lender’s Closing Date 's then applicable Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount Loan Commitment Percentage of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s $11,500,000 (the "Initial Term Loan"), the proceeds of which were used by Borrower on the Closing Date Term Commitment, if any, to (i) purchase the Purchased FF&E identified on Annex C under the heading "Closing Date Purchased FF&E" (including the reimbursement to Borrower for certain payments made by Borrower prior to the Closing Date as part of the purchase price for certain Purchased FF&E in the amounts indicated on Annex C under the headings "Closing Date Purchased FF&E" - "Payments to Date"); and (Bii) for all fund fees and expenses in connection therewith and with the Lenders at closing of the time Transactions. Immediately prior to the effectiveness of incurrence thereof the Total Closing Date First Amendment on the First Amendment Effective Date, the outstanding principal balance of the Initial Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereofLoan was $11,500,000. Each Lender having an Incremental Term Loan Commitment hereby severallyLender, severally and not jointly, agrees to and shall make a term loan to Borrower on the terms First Amendment Effective Date in the amount equal to such Lender's Term Loan Commitment Percentage as of the First Amendment Effective Date of the aggregate principal amount of $5,000,000 (collectively, the "First Amendment Term Loan"; the First Amendment Term Loan together with the Initial Term Loan, the "Term Loan") such that immediately after the funding thereof the aggregate outstanding principal balance of the Term Loan shall be $16,500,000, the proceeds of which will be used by Borrower (i) on the First Amendment Effective Date, to purchase the Purchased FF&E identified on Annex C under the heading "First Amendment Effective Date Purchased FF&E" and subject to fund fees and expenses in connection therewith and with the closing of the First Amendment Transactions; and (ii) after the First Amendment Effective Date and prior to the conditions set forth herein Walnut Creek Opening Date, to purchase Eligible FF&E constituting FF&E Collateral identified on Annex B and the FF&E Purchase Notice applicable thereto and to fund fees and expenses in connection therewith. No Lender shall have any obligation to fund any portion of the First Amendment Term Loan required to be funded by any other Lender but not so funded. Borrower shall have no right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. At a Lender's request, the Term Loan of such Lender shall be evidenced by one or more Term Notes in the applicable Incremental Term Loan Assumption Agreementform attached hereto as Exhibit 2.1, to make Incremental Term Loans with appropriate insertions, payable to the Borrower, order of such Lender (or its registered assigns) in an aggregate face principal amount not equal to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect the principal amount of Incremental Term Loans may not be reborrowedsuch Xxxxxx's Loan.

Term Loan. On (a) Subject to the terms and conditions set forth herein, on the Closing Date, each Lender that has shall make to the Borrowers a term loan in the principal amount equal to its pro rata share of Thirty Million Dollars ($30,000,000) (the “Term Loan”); provided that, in no event shall the Term Loan made by any Lender exceed the lesser of (i) the amount of such Lender’s Commitment or (ii) such Lender’s Pro Rata Share of the Borrowing Base (based upon the Term Loan Borrowing Base Certificate delivered by the Borrowers to the Agent on the Closing Date Date). The Term Commitment severallyLoan is not a revolving credit facility and if repaid, may not be redrawn, and not jointly, agrees, any repayments or prepayments of principal on the terms and conditions set forth in this Agreement, to make a Term Loan shall permanently reduce such Term Loan. The Borrowers irrevocably authorize the Agent and the Lenders to disburse the Borrower pursuant to such Lender’s Closing Date proceeds of the Term Commitment, which Term Loans: (i) can only be incurred Loan on the Closing Date in accordance with the entire amount terms of each Lender’s this Agreement, as set forth in the Flow of Funds Agreement. Upon the making of the Term Commitment; Loan on the Closing Date, the Commitments shall be irrevocably terminated. (b) The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan and all other Obligations shall be due and payable on the earlier of (i) the Maturity Date, and (ii) once prepaid or repaidthe date on which the Term Loan otherwise becomes due and payable pursuant to the terms of this Agreement. All principal of, may not be reborrowed; (iii) mayinterest on, except as set forth herein, at the option and other amounts payable in respect of the BorrowerTerm Loan shall constitute Obligations hereunder. (c) Anything to the contrary in this Section 2.1 notwithstanding, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar LoansAgent shall have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against each case denominated in DollarsBorrowing Base and the Aggregate Borrowing Base; provided, provided that all Closing Date Term Loans made as part of the same Term Borrowing Agent shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender notify Borrowers at the time any such Reserve in a material amount is to be established or increased, but a non-willful failure of incurrence thereof the aggregate principal Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be ineffective. The amount of such Lender’s Closing Date Term Commitment, if anyany Reserve established by Agent, and (B) for all any changes to the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender eligibility criteria set forth in the aggregate amount definitions of Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Spare Parts Inventory, Eligible In-Transit Inventory, and Eligible IP, shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria. Upon notice of or establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Term Commitment in accordance with Section 2.06 hereofPermitted Discretion. Each Lender having an Incremental Term Loan Commitment hereby severallyIn no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrowerunless Agent shall have determined, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid Permitted Discretion, that the event, condition, other circumstance, or prepaid in respect of Incremental Term Loans may not be reborrowedfact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only The parties hereto agree that as of October 31, 2008, a portion of the outstanding principal amount of Revolving Loans equal to $10,000,000 shall be incurred on converted into a separate term loan issued by the Closing Date Borrowers in the entire original principal amount of each Lender’s Term Commitment; $10,000,000 (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option “Term Loan”) evidenced by this Agreement and any promissory note executed under Section 2(c) of this Agreement and shall be allocated ratably to the Lenders holding Revolving Loans as of such date. Simultaneously with such conversion, the outstanding principal amount of the Borrower, Revolving Loans shall be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part deemed to be reduced by $10,000,000. The obligation of the same Borrowers to repay the Term Borrowing Loan shall consist of be joint and several and the Term Loans of the same Type; Loan, together with all accrued and unpaid interest thereon, shall be repaid in full on August 30, 2009 (iv“Scheduled Term Loan Maturity Date”) shall or earlier, if required to be repaid in accordance with clause (ii) below or Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time 16 of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitmentthis Agreement. The Closing Date Term Loans to Loan shall at all times be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment a Base Rate Loan and shall bear interest in accordance with Section 2.06 hereof4(a) of this Agreement. Each Lender having an Incremental On or prior to the Scheduled Term Loan Commitment hereby severallyMaturity Date, Borrowers may repay the Term Loan in full (but not in part), together with all accrued and unpaid interest thereon, from proceeds of Revolving Loans up to an amount such that Availability is not jointlyless than $2,000,000 after giving effect to such repayment (provided, agrees that such $2,000,000 Availability level shall be deemed adjusted downward by the amount of any additional availability blocks over $3,000,000 that are added pursuant to subsection 2(a)(v) but in no event shall such Availability level be less than $0). If the outstanding principal amount of the Term Loan, together with accrued and unpaid interest thereon, is not paid on the terms and subject to the conditions set forth herein and in the applicable Incremental Scheduled Term Loan Assumption AgreementMaturity Date (or such earlier date when due), Agent may make demand under that certain Corporate Guaranty executed in favor of Agent on October 31, 2008 (as amended, restated or reaffirmed from time to make Incremental Term Loans time, the “Corporate Guaranty”) in addition to any other rights and remedies Agent may exercise under this Agreement and the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedOther Agreements.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make (a) on the Closing Date each Lender with a Term Loan Commitment made (severally, not jointly or jointly and severally) term loans (collectively, the “Term Loan”) to Borrowers in an aggregate amount equal to $75,000,000, which Term Loan may be prepaid (in whole or in part) and reborrowed in accordance with the terms of this Agreement, and (b) beginning on the First Amendment Effective Date and through December 31, 2019, to the extent prepayments of the Term Loan are made on or prior to December 31, 2018, the aggregate principal amount prepaid on or prior to December 31, 2018 may be reborrowed in accordance with Section 2.2(c) in up to three (3) Borrowings (each such reborrowing, a “Redrawable Term Borrowing”), in minimum amounts of $10,000,000 each, on any Business Day requested by the Borrower pursuant to Section 2.2, and each Lender with a Term Loan Commitment agrees to make (severally, not jointly or jointly and severally) an amount equal to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option Pro Rata Share of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made requested Borrowing (so long as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall such amount will not exceed (A) for any Lender at the time of incurrence thereof cause the aggregate principal outstanding amount of such Lender’s Closing Date portion of the Term Loan to exceed such Lender’s Term Loan Commitment) by making such amount available to Agent in immediately available funds, if anyto the deposit account of Agent identified on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the requested Funding Date. Each Borrowing under the Term Loan may be made as Base Rate Loans or LIBOR Rate Loans, as requested by Borrowers in the applicable Loan Notice. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term CommitmentLoan in accordance with the terms hereof. The Closing Date All principal of, interest on, and other amounts payable in respect of the Term Loans to be made by each Loan shall constitute Obligations. Any Term Loan Lender will be made by such Lender in the aggregate amount may request that any portion of its Term Loan Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental or the Term Loan Commitment hereby severallymade by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and not jointly, agrees on deliver to such Term Loan Lender the terms and subject requested promissory notes payable to the conditions set forth herein and in the applicable Incremental order of such Term Loan Assumption AgreementLender in substantially the form attached hereto as Exhibit N-1. Thereafter, to make Incremental the portion of the Term Loans Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect order of Incremental Term Loans may not be reborrowedthe payee named therein.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on (a) Subject to the terms and conditions set forth in this Agreement, on the Third Amendment Effective Date, each Lender shall make to make (i) the US Borrower a term loan in the principal amount equal to its Pro Rata share of Five Million Dollars ($5,000,000) (the “Tranche A Term Loan”), (ii) the US Borrower (X) a term loan in the principal amount equal to its Pro Rata share of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the “Original Tranche B U.S. Term Loan”) and (Y) on the Second Amendment Effective Date, a term loan in the principal amount equal to its Pro Rata share of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Second Amendment Tranche B U.S. Term Loan” and together with the Original Tranche B U.S. Term Loan, the “Tranche B U.S. Term Loan”), and (iii) the Canadian Borrower a term loan in the principal amount equal to its Pro Rata share of Five Hundred Thousand Dollars ($500,000) (the “Tranche B Canadian Term Loan” and, together with the Tranche B U.S. Term Loan, the “Tranche B Term Loan” and such Tranche B Term Loan to together with the Borrower pursuant to Tranche A Term Loan, collectively the “Term Loan”), provided that, in no event shall the aggregate Term Loan made by any Lender exceed such Lender’s Closing Date Commitment. The Commitments shall be terminated upon the funding of the Term Commitment, which Loan (other than the Second Amendment Tranche B U.S. Term Loans: (iLoan) can only be incurred on the Closing Date in Third Amendment Effective Date, and the entire amount Commitment for the Second Amendment Tranche B U.S. Term Loan shall be terminated upon the funding of each Lender’s the Second Amendment Tranche B U.S. Term Commitment; (ii) once prepaid or repaid, Loan on the Second Amendment Effective Date. The Term Loan is not a revolving credit facility and may not be reborrowed; (iii) may, except as set forth herein, at repaid and redrawn and any repayments or prepayments of principal on the option Term Loan shall permanently reduce the Term Loan. The obligations of the BorrowerLenders hereunder are several and not joint or joint and several. Each Borrower irrevocably authorizes the Administrative Agent and the Lenders to disburse the proceeds of the Term Loan (other than the Second Amendment Tranche B U.S. Term Loan) on the Third Amendment Effective Date, be incurred and maintained as, or Converted into, Closing Date the Second Amendment Tranche B U.S. Term Loans that are Base Rate Loans or Eurodollar LoansLoan on the Second Amendment Effective Date, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part accordance with the terms of this Agreement. The entire unpaid principal balance of the same Term Borrowing shall consist of Loan (other than the Second Amendment Tranche B U.S. Term Loans of the same Type; (ivLoan) shall be repaid due and payable on the Termination Date, and any remaining outstanding amounts of the Second Amendment Tranche B U.S. Term Loan shall be due and payable on the Second Amendment Tranche B U.S. Term Loan Termination Date.. For the avoidance of doubt, as of the Fourth Amendment Effective Date, the Tranche A Term Loans have been paid in accordance with Section 2.12(b); full, and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Tranche A Term Loans may not be reborrowedhave been permanently reduced to zero.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in this Agreementherein, each Term Loan Lender severally, but not jointly, agrees to make a Term Loan available to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (ithrough the Administrative Agent) can only be incurred on the Closing Date in the entire amount of each such Term Loan Lender’s Term Commitment; Loan Commitment Percentage of a term loan in Dollars (iithe “Term Loan”) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth (such Lender’s facility, the “Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided, however, that the Term Loan made on the Closing Date Term Commitmentmay only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, if anysubstantially in the form of Exhibit 2.1(a), and reasonably acceptable to the Administrative Agent not less than three (B3) for all Business Days prior to the Lenders at the time of incurrence thereof the Total Closing Date Term CommitmentDate. The Closing Date Term LIBOR Rate Loans to shall be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, Lender at its LIBOR Lending Office and not jointly, agrees Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Administrative Borrower, the Term Loan (including, without limitation, the Term Loan PIK Amount relating thereto) or any portion thereof shall be incurred either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the Term Loan that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and maintained aseach portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for the Term Loan (or Converted intosuch portion thereof) plus the Applicable Margin; provided that so long as no Event of Default has occurred and is continuing, Closing Date the Administrative Borrower may elect in a writing delivered to the Agents no later than the fifth (5th) Business Day prior to the applicable payment date, to have interest accruing at a rate per annum equal to 6.00% to be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loans Loan (the “PIK Option”) (it being understood and agreed that are Base Rate Loans or Eurodollar Loansany portion of such interest that has accrued pursuant to this Section 2.04 that is not permitted to be capitalized shall be paid in cash). Any interest to be so capitalized pursuant to this clause (a) shall be capitalized, in arrears, on the fifth (5th) Business Day of each case denominated in Dollarsmonth (commencing on the fifth (5th) Business Day of the month following the month on which such Term Loan PIK Amount is incurred) and added to the then outstanding principal amount of the Term Loan and, thereafter, shall bear interest as provided that all Closing Date Term Loans made hereunder as if it had originally been part of the same Term Borrowing shall consist of Term Loans outstanding principal of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedLoan.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the Borrower pursuant “Term Loan”) to Borrowers in an amount equal to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option Pro Rata Share of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of Loan Amount by making the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Deposit Account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Commitment, if anyLoan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Any principal amount of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, Lender agrees to make a lend to Borrower from time to time during the Term Loan Availability Period, advances under the Term Loan (each a “Term Loan Advance” and collectively the “Term Loan Advances”) in an aggregate original principal amount not to exceed the Borrower pursuant Term Loan Commitment. The first Term Loan Advance, in the original principal amount of up to such Lender’s Closing Date Term CommitmentFive Million Dollars ($5,000,000), which Term Loans: (i) can only shall be incurred made on the Closing Date date during the Term Loan Availability Period that Borrower specifies in the entire amount of each Lender’s initial Advance Request. Borrower may request additional Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at Loan Advances after the option of the Borrower, be incurred and maintained as, or Converted into, Closing Date initial Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in DollarsLoan Advance, provided that all Closing Date Term Loans made as part of the same Term Borrowing at no time shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of all Term Loan Advances hereunder exceed the Term Loan Commitment. The proposed uses of the proceeds of each Term Loan Advance shall be specified in the Advance Request for such Credit Extension; Term Loan Advance proceeds may be used for (x) working capital purposes as specified by Borrower in its Advance Request, (y) for other purposes in the ordinary course of business specified by Borrower in its Advance Request and approved by Lender (such approval not to be unreasonably withheld) and (z) for other purposes not in the ordinary course of business specified by Borrower in its Advance Request and approved by Lender in its sole discretion. Without Lender’s Closing Date prior written consent, Term Commitment, if any, Loan Advance proceeds may not be used (i) to repay any indebtedness for borrowed money other than (A) the Senior Debt and (B) up to One Million Dollars ($1,000,000) of the Indebtedness disclosed in Schedule 5.4 of the Disclosure Schedules, (ii) for all repurchases or redemptions of equity securities, (iii) for bonuses or similar non-regular-salary payments to Borrower’s officers, unless such payments have been approved by the Lenders at Board, or (iv) for any use contrary to the time use stated in the related Advance Request. Term Loan Advances shall be requested and funded in a minimum principal amount of incurrence not less than One Million Dollars ($1,000,000) each; provided, however, that a Term Loan Advance may be for less than this minimum principal amount with the consent of Lender or if the proceeds thereof are to be used to pay Lender Expenses. Borrower authorizes Lender to make Term Loan Advances for Lender Expenses upon notice to Borrower but without the Total Closing Date requirement of an Advance Request or any other action or approval by Borrower. When repaid, the Term CommitmentLoan Advances may not be re-borrowed. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on Advances shall be evidenced by the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Note. Lender may, from time to time, make Term Loan Advances, without Borrower’s consent, to cure Events of Default under the Senior Loan Agreement, to make Incremental Term Loans to the Borrower, extent provided for in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedthe Subordination Agreement.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth in of this Agreement, to make on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the Borrower pursuant “Term Loan”) to Borrowers in an amount equal to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option Pro Rata Share of the Borrower, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of Loan Amount by making the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Pro Rata Share of the Term Loan Amount available to \66176107.6 Agent in immediately available funds, to the Deposit Account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Commitment, if anyLoan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (Bii) for all the Lenders at date of the time acceleration of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment Loan in accordance with Section 2.06 the terms hereof. Each Lender having an Incremental Any principal amount of the Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid that is repaid or prepaid in respect of Incremental Term Loans may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Term Loan. On Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to Section 2.15 (or any increase therein) shall be made on the Closing Date, applicable Increase Effective Date and each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, which elects to make provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees to make Term Loans to the Borrower pursuant in an aggregate amount equal to (a) with respect to any existing Term Loan Lender, the amount by which such Term Loan Lender's Term Loan Commitment increases on the applicable Increase Effective Date and (b) with respect to any new Term Loan Lender, the amount of such new Lender's Term Loan Commitment. The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C-2 hereto (collectively, the "Term Notes"), dated as of the making of such Term Loan and completed with appropriate insertions. One Term Note shall be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Closing Date 's Term CommitmentLoan Commitment or, which Term Loans: (i) can only be incurred on if less, the Closing Date in the entire outstanding amount of each all Term Loans made by such Term Loan Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth hereinbelow. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at an appropriate notation on Administrative Agent's record reflecting the option making of such Term Loan (or as the case may be) the receipt of such payment. The outstanding amount of the BorrowerTerm Loans set forth on Administrative Agent's record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan Lender, be incurred and maintained asbut the failure to record, or Converted intoany error in so recording, Closing Date any such amount on Administrative Agent's record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal or interest on any Term Note when due. Term Loans that are may be Base Rate Loans or Eurodollar LIBOR Loans, in each case denominated in Dollars, as further provided that all Closing Date Term Loans made as part herein. Letters of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedCredit .

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower Borrowers pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the BorrowerBorrowers, be incurred and maintained as, or Converted into, Closing Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Loan Commitment. The Closing Date Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.06 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the BorrowerBorrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loan. On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on Subject to the terms and conditions set forth hereof and in this Agreement, to make a Term Loan to reliance upon the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as representations and warranties set forth herein, at each Credit-Linked Lender severally agrees to make available to the option of Administrative Agent on the Borrower, be incurred and maintained as, or Converted into, Closing Third Amendment Effective Date Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Borrowing shall consist such Credit-Linked Lender’s Credit-Linked Commitment Percentage of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof Dollars in the aggregate principal amount of SEVENTY-FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($74,500,000) (as such amount may be increased by any Credit-Linked Purchase that is converted to Term Loans pursuant to Section 2.5(d)(ii), the “Term Loan Committed Amount”) for the purposes hereinafter set forth; provided, however, (i) with regard to each Credit-Linked Lender individually, the sum of such Credit-Linked Lender’s Closing Date Credit-Linked Commitment Percentage of the aggregate principal amount of the outstanding Term Commitment, if any, Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment and (Bii) for all with regard to the Credit-Linked Lenders at collectively, the time sum of incurrence thereof the Total Closing Date Term Commitment. The Closing Date aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed the Credit-Linked Committed Amount then in effect. Upon receipt by the Administrative Agent of the proceeds of the Term Loan made on the Third Amendment Effective Date, $19,752,000 of such proceeds will be deposited into the Support Account and the remainder of such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Credit-Linked Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). Each Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid or prepaid on any Term Loan may not be reborrowed. LIBOR Rate Loans shall be made by each Credit-Linked Lender will be made by such Lender in the aggregate amount of at its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, LIBOR Lending Office and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Alternate Base Rate Loans to the Borrower, in an aggregate principal amount not to exceed at its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowedDomestic Lending Office.