Common use of Loans Clause in Contracts

Loans. (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to On the terms and conditions of this Agreement, each Lender shall make Loans subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to time, time on any Business Day during Availability the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, however, that in the case of any request for such Class A Loan of the then current Class A Aggregate Commitment, the Borrower shall be required to request the portion of such Class A Loan in excess of 20% of the then current Class A Aggregate Commitment not later than 1:00 p.m., New York City time, thirty-five (35) days prior to the requested Funding Date; and provided further, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, on any Funding Date on or after an increase of the Commitment of the Credit Suisse Lender Group in accordance with Section 2.04, 100% of all requests for Lender Advances shall be made solely to the Credit Suisse Lender Group until such time as, with respect to each Lender Group, the ratio of Loans Outstanding of such Lender Group to the Commitment of such Lender Group shall be equal to that of every other Lender Group; provided further, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Credit Suisse Lender Group in its discretion. (b) No later than 12:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Class A Borrowing Base and the Total Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Class A Loan and Class B Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. (c) Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the product of Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause the Principal Loans Outstanding Amount of with respect to such ▇▇▇▇▇▇Committed Lender’s Loans (Lender Group, as determined after giving effect to any Loan) shall not in any event such funding, to exceed such Committed Lender’s Committed Loan Limit, Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the Tranche A Principal Outstanding Amount (extent that after giving effect to any such Loan) of such ▇▇▇▇▇▇’s Tranche , the Loans Outstanding that are Class A Loans does not would exceed the Class A Borrowing Base or the Loans Outstanding would exceed the Total Borrowing Base (each calculated as of the previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such ▇▇▇▇▇▇’s Tranche A Committed Loan LimitDetermination Date, but prior to or on such date of determination, the related Cutoff Date); and (iii) the Tranche B Principal Outstanding Amount (after giving effect to of the Loans made on any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not Funding Date exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedAvailable Amount on such day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, each Revolving Lender shall hereby agrees to make Loans advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time, time on any Business Day date (each such date on which a Loan is made, a “Loan Date”) during Availability the period from the Effective Date to the end of the Revolving Period. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date during the period from the Effective Date until the Term Commitment Termination Date, in each case, in an aggregate principal amount equal at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the product of (x) the aggregate amount requested total Term Commitment at such time. The Eligible Currency Loans shall be made solely by the Borrower Multicurrency Lenders and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated Dollar Loans shall be made solely by the Agent) Dollar Lenders, in each case in accordance with the terms hereof; providedSection 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan if, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to such Loan and any Loanpurchase of Eligible Collateral Obligations in connection therewith, (i) shall not in any event exceed such Lender’s Committed Loan Limitan Unmatured Event of Default or an Event of Default would exist, (ii) the Tranche A Principal Outstanding Amount (if immediately after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitthereto, a Borrowing Base Deficiency would exist, (iii) the Tranche B Principal Outstanding Loan Amount (after giving effect using the Applicable Conversion Rate) would exceed (x) the Facility Amount minus (y) the difference (subject to any Loana minimum of zero) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and Aggregate Exposure Equity Amount minus the equivalent in Dollars of the amount on deposit in the Unfunded Exposure Account or (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Foreign Currency Loan Limits and/or Amount would exceed the aggregate Tranche B Committed Loan Limits by delivering a written request for Foreign Currency Sublimit on such increase day. Subject to the Agent (and terms of this Agreement, during the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Revolving Period, the Agent shall notify the Borrower of the results of such request may borrow, reborrow, repay and prepay (subject to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lenderprovisions of Section 2.4) agrees to such increase (such agreement to be granted one or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasemore Revolving Loans.

Loans. (a) Subject to the terms and conditions of this Agreementhereof, each Lender severally agrees during the Commitment Period to make revolving credit loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Revolving Loan” and, as the context may require, collectively with all other Revolving Loans of such Lender and with the Revolving Loans of all other Lenders, the “Revolving Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall make Loans not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) with respect to the Borrower from time to timeeach Lender, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate principal amount requested by of all Revolving Loans then outstanding from such Lender (determined on the Borrower and basis of the Dollar Equivalent for each outstanding Alternate Core Currency Revolving Loan), plus (y) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender’s Applicable Percentage, by making immediately available funds available Core Currency Commitment. Subject to the Agent terms and conditions hereof, Revolving Loans shall be Core Currency Advances or, at the option of the applicable Borrower, solely with respect to Revolving Loans in Dollars, ABR Advances. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the applicable Currency on the Maturity Date. (or an account designated by the Agentb) in accordance with Subject to and upon the terms hereof; providedand conditions set forth herein, the Swing Line Lender in its individual capacity agrees during the Swing Line Commitment Period to make loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Swing Line Loan” and, collectively, the “Swing Line Loans”), provided that immediately after giving effect thereto: (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) Aggregate Credit Exposure shall not in any event exceed such Lender’s Committed Loan Limitthe Aggregate Commitments, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does Aggregate Core Currency Credit Exposure shall not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitthe Aggregate Core Currency Commitments, and (iii) the Tranche B Principal Outstanding Amount aggregate outstanding principal amount of all Swing Line Loans (after giving effect to any determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Swing Line Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does shall not exceed the Tranche B Committed Swing Line Commitment. Subject to the terms and conditions hereof, Swing Line Loans, shall be Swing Line Negotiated Rate Advances or, at the option of the applicable Borrower, solely with respect to Swing Line Loans in Dollars, ABR Advances. Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan Limit maintained as an ABR Advance, (x) the last day of the Interest Period applicable thereto and (ivy) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedthe Maturity Date. (bc) The Borrower may request an increase in On any Business Day, the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders)Swing Line Lender may, no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Sectiondiscretion, shall by written give notice to the Borrower Lenders and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept Parent (on behalf of all or any portion applicable Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; Revolving Loans (provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected been automatically given upon the Borrower’s request occurrence of a Default or an Event of Default under Section 9(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or, subject to Section 3.9, constituting one or more Core Currency Advances specified by the Parent in accordance with Section 2.3(a) with a one month Interest Period (or such other Interest Period specified by the Parent in accordance with Section 2.3(a)) in the applicable Currency, as the case may be (each such borrowing a “Mandatory Borrowing”), shall be made on the fifth Business Day immediately succeeding such notice by each Lender pro rata based on its Core Currency Commitment Percentage immediately prior thereto, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for an increase such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in such ▇▇▇▇▇▇’s Tranche A Committed the applicable Currency pursuant to each Mandatory Borrowing in respect of any Swing Line Loan Limit and/or in the Tranche B Committed Loan Limit amount and in full. Promptly following the conclusion manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (i) that the amount of the Increase Approval PeriodMandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Article 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the aggregate principal amount of all Loans then outstanding, and (vi) the Aggregate Commitments, the Agent shall notify Aggregate Core Currency Commitments or the Borrower Aggregate Core Currency Credit Exposure at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the results commencement of such request any proceeding referred to the Lenders. If the Agent and any Increasing Lender in Section 9(g) or (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionh)), such increase will be effective then each Lender agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Core Currency Commitment Percentages at such time, provided that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such Lender to fulfill its obligations under this Section 2.1(c). (d) Subject to the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment Increase DatePeriod a loan or loans under one or more of its Individual Currency Commitments to one or more of the Permitted Borrowers in the respective applicable Non-Core Currencies (each an “Individual Currency Loan” and, as the context may require, collectively with all other Individual Currency Loans of such Lender and, as the context may require, with the Individual Currency Loans of all other Lenders, the “Individual Currency Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Individual Currency Credit Exposure shall not exceed the Aggregate Individual Currency Commitments, and (iii) with respect to any Lender, the Agent will deliver a written confirmation to aggregate principal amount of the Borrower specifying the new Tranche A Committed Individual Currency Loans of such Lender denominated in an applicable Non-Core Currency shall not exceed such Lender’s Individual Currency Commitment in such applicable Non-Core Currency. Each Individual Currency Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, due and shall be conditioned payable on the payment by earlier of (x) the Borrower last day of any fee agreed by the Borrower Interest Period applicable thereto and (y) the Agent in connection with such increaseMaturity Date.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender shall Lender, severally and not jointly, agrees to make Loans to the Borrower from time to timeon the Closing Date an initial term loan (each such loan, on any Business Day during Availability Periodan “Initial Term Loan”), in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available Initial Term Loan Commitment; provided that no Lender shall have an obligation to the Agent (or make an account designated by the Agent) Initial Term Loan in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount excess of such ▇▇▇▇▇▇’s Loans (Initial Term Loan Commitment. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to any Loan) shall not in any event exceed the funding of such Lender’s Committed Initial Term Loan LimitCommitment on such date. (b) Subject to the terms and conditions set forth herein, each Lender, severally and not jointly, agrees to make to the Borrower, as Borrower may request, on each Delayed Draw Borrowing Date, a delayed draw term loan (ii) each such loan, a “Delayed Draw Term Loan”), in an amount up to the Tranche A Principal Outstanding Amount (after giving effect unfunded amount of such Lender’s applicable Delayed Draw Term Loan Commitment; provided that no Lender shall have an obligation to any Loan) make a Delayed Draw Term Loan in excess of such ▇▇▇▇▇▇’s Tranche A Loans does Delayed Draw Term Loan Commitment. Each Lender’s Delayed Draw Term Loan Commitment shall automatically be reduced immediately upon and in the principal amount of each Delayed Draw Term Loan made by it hereunder. If there exists any unfunded Delayed Draw Term Loan Commitments on the Delayed Draw Term Loan Commitment Termination Date, then each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action, and automatically be reduced to zero on such date. (c) Subject to the terms and conditions set forth herein and in Amendment No. 1, each 2022 Incremental Term Lender, severally and not exceed jointly, agrees to make to the Borrower on the Amendment No. 1 Effective Date a 2022 Incremental Term Loan in an amount equal to such ▇▇▇▇▇▇2022 Incremental Term Lender’s Tranche A Committed 2022 Incremental Term Loan Limit, (iii) Commitment; provided that no 2022 Incremental Term Lender shall have an obligation to make a 2022 Incremental Term Loan in excess of such 2022 Incremental Term Lender’s 2022 Incremental Term Loan Commitment. Each 2022 Incremental Term Lender’s 2022 Incremental Term Loan Commitment shall terminate immediately and without further action on the Tranche B Principal Outstanding Amount (Amendment No. 1 Effective Date after giving effect to any Loan) the funding of such ▇▇▇▇▇▇2022 Incremental Term Lender’s Tranche B Loans does not exceed the Tranche B Committed 2022 Incremental Term Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedCommitment on such date. (bd) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Subject to the Agent (terms and the Agent shall promptly distribute a copy of any such request conditions set forth herein and in Amendment No. 2, each 2023 Incremental Term Lender, severally and not jointly, agrees to each of the Lenders), no later than twelve (12) Business Days prior make to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur Borrower on the last Business Day of Amendment No. 2 Funding Date a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed 2023 Incremental Term Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by in an amount equal to its Applicable Percentage such 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment; provided that no 2023 Incremental Term Lender shall have an obligation to make a 2023 Incremental Term Loan in excess of the requested increase amountsuch 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment. Each 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 2 Funding Date after giving effect to the funding of such 2023 Incremental Term Lender’s 2023 Incremental Term Loan Commitment on such date. (e) Subject to the terms and conditions set forth herein and in Amendment No. 4, each 2024 Incremental Term Lender, acting in its sole discretion severally and with no obligation not jointly, agrees to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make to the Borrower and on the Agent advise the Borrower and Agent whether or not Amendment No. 4 Funding Date a 2024 Incremental Term Loan in an amount equal to such Lender agrees to accept all or any portion of such increase to its Tranche A Committed 2024 Incremental Term Lender’s 2024 Incremental Term Loan Limit and/or its Tranche B Committed Loan Limit, as applicableCommitment; provided that no 2024 Incremental Term Lender shall have an obligation to make a 2024 Incremental Term Loan in excess of such notice 2024 Incremental Term Lender’s 2024 Incremental Term Loan Commitment. Each 2024 Incremental Term Lender’s 2024 Incremental Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 4 Funding Date after giving effect to the funding of such 2024 Incremental Term Lender’s 2024 Incremental Term Loan Commitment on such date. (f) Any principal amounts repaid in respect of any Loan, in whole or in part, may not be reborrowed. All amounts owed hereunder with respect to the Loans shall be delivered to paid in full no later than the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Maturity Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. Buyer shall (ai) Subject obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of the Closing Date and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such Transferred Employees, except in the case of a default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and conditions remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, each Lender Seller shall make Loans to the Borrower from time to timeindemnify and hold harmless Buyer for all claims, on any Business Day during Availability Perioddemands, in an aggregate amount equal to the product actions, proceedings, causes of action, liability, loss, cost, damage, and expense (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agentincluding reasonable attorney's fees) in accordance any way arising from or incurred as a result of Buyer's administration of the outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the terms hereof; provided, that (i) the Principal Outstanding Amount amount and nature of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) this indebtedness shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering identified on a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested Schedule 11.3.1 to be made effective (prepared by Seller and submitted to Buyer before the effective date of any such increase, a “Commitment Increase Closing Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of set forth in this AgreementLoan Agreement and the other Loan Documents, each Lender shall make Loans hereby agrees to the Borrower provide to Borrower, on a revolving basis from time to timetime during the period commencing on the Closing Date and continuing through the Termination Date, on such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any Business Day during Availability Period, in time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an aggregate amount equal to the product Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (x1) the aggregate amount of such requested by Advance, (2) the Borrower requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (y4) if such Lender’s Applicable PercentageAdvance will be a Eurodollar Borrowing, by making immediately available funds available the Interest Period applicable to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedBorrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may request may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase amount up to the Agent (amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and the Agent shall promptly distribute a copy Letter of Credit Liabilities; provided, any such request to each partial reduction of the Lenders), no later Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than twelve fifteen (1215) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the after Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by provides written notice to the Borrower Lender) of such termination or reduction and the Agent advise amount of any partial reduction, and such termination or reduction of the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice Revolving Credit Commitment shall be delivered to effective on the Agent date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the Borrower no fewer than five (5) Business Days prior commitment to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increaseissue, a portion of such increaseamend, extend, or decline to accept any renew Letters of such increase in its Tranche A Committed Loan Limit Credit shall automatically terminate without notice or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing other action by Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to In the terms and conditions event of this Agreementa Tax Protection Period Transfer described in Section 2.1(a), each Lender shall make Loans to Protected Partner shall, within 30 days after the Borrower closing of such Tax Protection Period Transfer, receive from time to time, on any Business Day during Availability Period, the Operating Partnership an interest-free cash loan in an aggregate amount equal to the product estimated Make Whole Amount applicable to such Tax Protection Period Transfer. If it is later determined that the true Make Whole Amount applicable to a Protected Partner exceeds the estimated Make Whole Amount applicable to such Protected Partner, then the Operating Partnership shall make a further interest-free cash loan of (x) such excess to such Protected Partner within 90 days after the aggregate amount requested closing of the Tax Protection Period Transfer, and if such estimated Make Whole Amount exceeds the true Make Whole Amount, then such Protected Partner shall promptly repay such excess to the Operating Partnership without interest, but only to the extent loan proceeds representing such excess were actually received by such Protected Partner. Loans made by the Borrower Operating Partnership under this Section 2.2 shall not bear any interest and (y) such Lender’s Applicable Percentage, by making immediately available funds available shall be non-recourse to the Agent assets of the Protected Partner other than the OP Units held by such Protected Partner and the proceeds thereof. All loans made under this Section 2.2 shall become due and payable, and each Protected Partner shall repay to the Operating Partnership in cash such loans outstanding to such Protected Partner, on the date that is fifteen (or an account designated by 15) years following the Agent) in accordance with the terms hereofdate such loan is made; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limithowever, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to on or before the date that is ten (10) days following any distribution of cash from the Operating Partnership to a Protected Partner or any sale by the Protected Partner of its OP Units for cash or any sale of shares of stock of the REIT into which such increase OP Units are converted or for which they are exchanged for cash (each such transaction a “Cash Realization Event”), if the cash received by such Protected Partner in such Cash Realization Event exceeds the hypothetical tax owed (using the Protected Partner Tax Rate to calculate such tax) by such Protected Partner that is requested allocated to, or is projected to be made effective (allocated to, such Protected Partner or otherwise realized since the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day Cash Realization Event through the end of the then current taxable year as a calendar quarter. Each request by result of holding the Borrower pursuant OP units on which the distribution is made or which are converted to, or exchanged for, REIT stock and the REIT stock received therefor, including, without limitation the tax owed, if any, as a result of the Cash Realization Event, then such Protected Partner shall be obligated to make a mandatory prepayment of any loans to such Protected Partner under this Section 2.2 then outstanding equal to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseexcess.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender shall severally agrees to make Loans loans under the Revolving Line of Credit to the Borrower from time to time, time on any Business Day during Availability Period, the period from the Closing Date to the Maturity Date in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable PercentagePro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanBorrowing, (i) the aggregate Outstanding Amount of all Revolving Line of Credit Loans shall not in any event exceed such Lender’s Committed Loan Limitthe Revolving Line of Credit Commitment Amount, (ii) the Tranche A Principal aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Line of Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower from time to time on any Business Day during the period from the Closing Date to the date that is one hundred eighty (180) calendar days following the Closing Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Pro Rata Share of the Term Commitment Amount; provided that, after giving effect to any LoanBorrowing, (i) the aggregate Outstanding Amount of such ▇▇▇▇▇▇’s Tranche A all Term Commitment Loans does shall not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitthe Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the Tranche B Principal aggregate Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date Term Commitment Loans of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, exceed such Lender shall be deemed to have rejected the BorrowerLender’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion Pro Rata Share of the Increase Approval PeriodTerm Commitment Amount. Subject to the other terms and conditions hereof, the Agent shall notify the Borrower of the results of such request to the Lendersmay borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this Section 2.01(b). If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to Term Commitment Loans may be granted Base Rate Loans or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan LimitEurodollar Rate Loans, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasefurther provided herein.

Loans. The obligation of each Lender to make its Loan on the Loan Borrowing Date is subject to the satisfaction of the conditions set forth in Section 3.01 and to the following additional conditions: (a) Subject to The Administrative Agent shall have received prior written notice of the terms and conditions of this Agreement, each Lender shall make Loans to proposed Loan Borrowing Date no later than 10:00 a.m. New York City time on the Borrower from time to time, on any day that is three (3) Business Day during Availability Period, in an aggregate amount equal to the product of Days (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (ithe Administrative Agent in its discretion may accept notice on a day that is less than three Business Days) prior to the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed proposed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied.Borrowing Date; (b) The Borrower may request Administrative Agent shall have received an increase executed Borrowing Request as provided in Section 2.03 of the 2011 Credit Agreement; (c) The Administrative Agent shall have received evidence satisfactory to it that the Acquisition will be completed on the Business Day on which the Loans are borrowed; (d) All third party consents and approvals necessary or, in the aggregate Tranche A Committed reasonable discretion of the Administrative Agent, advisable to be obtained in connection with the Acquisition shall have been obtained and shall be in full force and effect; (e) Since December 31, 2010, there shall not have occurred any event, circumstance or condition that has had or could reasonably be expected to have a Material Adverse Effect; (f) The representations and warranties of the Borrower set forth or incorporated by reference in this Agreement and of each other Loan Limits and/or Party in any other Loan Document shall be true and correct on and as of the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase date of, and after giving effect to, the borrowing of the Loans, except to the Agent extent such representations and warranties relate solely to an earlier date (in which case they shall have been true and correct as of such earlier date); (g) No Default shall have occurred and be continuing; and (h) No Law shall prohibit the Agent shall promptly distribute a copy of any such request to each making of the Lenders)Loans, and no later than twelve (12) Business Days prior litigation or other proceeding shall be pending or threatened which would, enjoin, prohibit, restrain, or otherwise adversely affect in any material manner the making of such Loans. The delivery of the Borrowing Request with respect to the date that such increase is requested to be made effective (the effective date of any such increase, Loans shall constitute a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request representation and warranty by the Borrower pursuant as to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting matters specified in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionparagraphs(d), such increase will be effective as (e), (f) and (g) of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasethis Section 3.02.

Loans. (a) Subject to the terms and conditions set forth herein and satisfaction of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition conditions set forth in Article V III, the Lender agrees to make one or more loans (Conditions Precedent each, a “Loan”) to Loans) the Borrowers on a Business Day during the Availability Period in an amount up to and including the amount of the Aggregate Commitment; provided that the Lender shall not be satisfiedrequired to make Loans in the aggregate in excess of the Aggregate Commitment. The Aggregate Commitment is not revolving in nature, and amounts repaid in respect of Loans may not be reborrowed. (b) The Borrower may request an increase in Each Loan shall be made upon the aggregate Tranche A Committed Borrowers’ irrevocable Bridge Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Notice to the Agent Lender, which may be given in writing or by telephone to the Lender’s chief financial officer. Each Bridge Loan Notice must be received by the Lender not later than 10:00 a.m. one (and 1) Business Day prior to the Agent shall promptly distribute a copy requested date of any such request Loan to each of the Lenders), no be funded by a Base Rate Loan or not later than twelve 10:00 a.m. three (123) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, Loan to be funded by a “Commitment Increase Date”); provided that each Commitment Increase Date LIBOR Loan. Each telephonic Bridge Loan Notice must occur on the last be memorialized in a writing delivered to Lender within one (1) Business Day after such telephonic Bridge Loan Notice is given. Each Bridge Loan Notice (whether telephonic or written) shall specify (i) the requested Closing Date for such Loan (which shall be a Business Day), (ii) the principal amount of the Loan requested, (iii) the Acquisition(s) to be funded by such Loan, (iii) whether the requested Loan is to be funded by a Base Rate Loan or a LIBOR Loan (and in the case of a calendar quarter. Each request by LIBOR Loan, the Borrower pursuant requested interest period for such Loan, which may be any interest period then available to the immediately preceding sentence Lender for LIBOR Loans), and (iv) wire transfer instructions for the Loan proceeds. (c) Subject to the satisfaction of the conditions set forth in Article III, following receipt of a Bridge Loan Notice, the Lender shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an make the amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice available to the Borrower Borrowers on the requested Closing Date and fund such Loan with a Base Rate Loan or a LIBOR Loan as requested by the Agent advise Borrowers under the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Bridge Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered Notice (to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, extent a portion of such increase, or decline to accept any of such increase in its Tranche A Committed LIBOR Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseinterest period is then available under the SNH Revolving Credit Agreement).

Loans. (a) Subject to the terms and conditions of set forth in this Agreement, each Lender shall of the 2025 Term Lenders severally agrees to make Loans a term loan (each, a “2025 Term Loan”) to the Borrower from time to time, in Dollars on any Business Day during Availability Periodthe Closing Date, in an aggregate principal amount equal to such 2025 Term Lender’s 2025 Term Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing and the product Total Exposure shall not exceed the Facility Cap. The Borrower may not re-borrow any portion of the 2025 Term Loan which is repaid. (xb) Subject to the aggregate amount terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.8, such sums as are requested by the Borrower for the purposes set forth in §2.10 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of such Revolving Credit Lender’s Revolving Credit Commitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing, the Revolving Credit Exposure shall not exceed the Total Revolving Commitment, and the Total Exposure shall not exceed the Facility Cap. (yc) such The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated . Each request for a Loan hereunder shall constitute a representation and warranty by the Agent) in accordance with Borrower that all of the terms hereof; provided, that (i) the Principal Outstanding Amount conditions required of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, ▇ and §11 have been satisfied (iiiunless waived by Agent in writing) on the Tranche B Principal Outstanding Amount (after giving effect to any Loan) date of such ▇▇▇▇▇▇’s Tranche B request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date). The Agent may assume that the conditions in §10 and §11 have been satisfied (unless waived by Agent in writing) unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the maximum aggregate Tranche A Committed Loan Limits and/or principal outstanding balance of more than the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy principal face amount of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or Note or its Tranche B Committed Loan LimitCommitment, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to Section 2, we agree to lend to you the Initial Loan. You understand and agree that we are not required to send you the Initial Loan until you have provided us with all documents and fully met all conditions required by this Agreement. If there is a delay in your receipt of the Initial Loan for these or any other reasons, you agree that there will be no adverse consequence to us. Subject to the terms and conditions set forth in this Agreement, on a fixed day of each month occurring after the Effective Date and the disbursement of the Initial Loan (each, a "Disbursement Date") (unless such day is not a business day for us, in which case the Disbursement Date for such month will be the immediately succeeding business day) we agree to lend (each such loan, a "Loan" and collectively with the Initial Loan, the "Loan") you an amount not to exceed the Loan Amount for such month, provided that no Loan shall be for an amount less than $10,000 (the “Minimum Loan Amount"). We will notify you in writing of the Disbursement Date and the date the Initial Term ends; you and we agree that the Disbursement and Termination Dates set forth in such notice constitute a part of and are incorporated into this Agreement. For purposes hereof, "Loan Amount" for any month shall mean an amount not to exceed (a) for each month in the first six (6) month period of this Agreement, the amount set out in Section B above as the Initial Loan and (b) for each Lender shall make Loans month in any additional six (6) month period of this Agreement "Subsequent Period", the amount notified to you at least fifteen (15) days prior to the Borrower from time to time, on any Business Day during Availability first scheduled Disbursement Date occurring in the applicable Subsequent Period, in an aggregate amount equal to provided that the product Loan Amount for any month may not exceed $1,000,000. For purposes hereof, "Settlement Amounts" shall mean, for any applicable period, the sum of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount all proceeds, settlements, payments or other amounts("Amex Settlement Amounts") with respect to all forms of such ▇▇▇▇▇▇’s Loans American Express bank cards and other American Express payment devices used by you for electronic transactions (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees devices were in use when this Agreement was made), including credit, debit, charge, smart, electronic benefit transfer, contactless and RFID-enabled cards ("Amex Cards") that you receive, and (ii) all proceeds, settlements, payments or other amounts (other than Amex Settlement Amounts) ("Other Network Settlement Amounts") with respect to accept all forms of bank cards and other payment devices used by you for electronic transactions (whether or any portion of not such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitdevices were in use when this Agreement was made), as applicable; provided that such notice shall be delivered to including credit, debit, charge, smart, electronic benefit transfer, contactless and RFID-enabled cards (other than Amex Cards), ("Other Network Cards", together with the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increaseAmex Cards, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Periodcollectively, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender"Cards") agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasethat you receive.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender shall severally agrees to make Loans loans under the Revolving Line of Credit to the Borrower from time to time, time on any Business Day during Availability Period, the period from the Closing Date to the Maturity Date in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable PercentagePro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanBorrowing, (i) the aggregate Outstanding Amount of all Revolving Line of Credit Loans shall not in any event exceed such Lender’s Committed Loan Limitthe Revolving Line of Credit Commitment Amount, (ii) the Tranche A Principal aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Line of Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower on a single Business Day during the period from the Closing Date to and including November 16, 2004 in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment Amount; provided that, after giving effect to any LoanBorrowing, (i) the aggregate Outstanding Amount of such ▇▇▇▇▇▇’s Tranche A all Term Commitment Loans does shall not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitthe Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the Tranche B Principal aggregate Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date Term Commitment Loans of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, exceed such Lender shall be deemed to have rejected the BorrowerLender’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion Pro Rata Share of the Increase Approval PeriodTerm Commitment Amount. Subject to the other terms and conditions hereof, the Agent shall notify the Borrower of the results of such request to the Lendersmay borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this Section 2.01(b). If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to Term Commitment Loans may be granted Base Rate Loans or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan LimitEurodollar Rate Loans, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasefurther provided herein.

Loans. (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of Upon (x) receipt by the aggregate amount requested Administrative Agent of a Borrowing Request, which in the case of a Eurodollar Loan to be made on the Closing Date or any Incremental Loan Closing Date, as applicable, shall be delivered by the Borrower not later than 12:00 (noon), New York City time, three Business Days before the Closing Date or such Incremental Loan Closing Date, as applicable, and in the case of an ABR Loan to be made on the Closing Date or any Incremental Loan Closing Date, as applicable, not later than 12:00 (noon), New York City time, one Business Day before the Closing Date or such Incremental Loan Closing Date, as applicable, and (y) except in the case of Incremental Loans, satisfaction of the conditions set forth in Section 4.01, the Loans shall be made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender’s Applicable Percentage). (b) Each Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (c) Each Lender shall make the Loan to be made by it hereunder on the Closing Date or any Incremental Loan Closing Date, as applicable, by making wire transfer of immediately available funds available to such account in New York City as the Administrative Agent (or may designate not later than 2:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Agent) Borrower in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedBorrowing Request. (bd) The Borrower may request an increase in Unless the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Administrative Agent shall promptly distribute have received notice from a copy of any such request to each of the Lenders), no later than twelve (12) Business Days Lender prior to the date that such increase is requested to be made effective (the effective date of Closing Date or any such increase, a “Commitment Increase Incremental Loan Closing Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal that such Lender will not make available to its Applicable Percentage of the requested increase amount. Each Administrative Agent such Lender’s Loan, acting the Administrative Agent may assume that such Lender has made such Loan available to the Administrative Agent on the Closing Date or such Incremental Loan Closing Date, as applicable, in its sole discretion accordance with paragraph (c) above and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Sectionthe Administrative Agent may, shall by written notice in reliance upon such assumption, make available to the Borrower and on such date a corresponding amount. If the Administrative Agent advise shall have so made funds available then, to the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided extent that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within made such Loan available to the Increase Approval PeriodAdministrative Agent, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify and the Borrower of the results of such request severally agree to repay to the Lenders. If Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to date such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation amount is made available to the Borrower specifying to but excluding the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any date such increase amount is repaid to the Administrative Agent at (i) in the Tranche A Committed Loan Limit and/or case of the Tranche B Committed Loan Limit Borrower, a rate per annum equal to the interest rate applicable at the time to such Loans and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short term funds (which determination shall be in a minimum conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan for purposes of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasethis Agreement.

Loans. (a) Subject Upon and subject to the terms and conditions of this Agreementset forth herein, each Lender shall agrees to, severally, but not jointly, make Loans to the Borrower available, from time to time, on any Business Day during Availability Perioduntil the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, a "Revolving Credit Advance") in aggregate amounts equal to such Lenders' Commitment Percentage of each such Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to such Lender's Commitment Percentage of the product of (x) Maximum Revolving Credit Loan; PROVIDED, HOWEVER, that the aggregate principal amount requested by the Borrower and of all outstanding Revolving Credit Loans (y) such Lender’s Applicable Percentage, by making immediately available funds available after giving effect to the Agent (or an account designated by Loans requested) shall not at any given time exceed the Agent) Revolving Credit Borrowing Availability. Until all amounts outstanding in accordance with respect of the Revolving Credit Loans shall become due and payable on the Commitment Termination Date, but subject to the terms and conditions hereof; provided, that Borrower may from time to time borrow, repay and reborrow under this SECTION 1.2(A). Each request for a Revolving Credit Advance shall be given in writing (iby telecopy, hand delivery, or United States mail) by Borrower to Agent at the Principal Outstanding Amount of such General Electric Capital Corporation, ▇▇▇▇ ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit▇▇▇ ▇▇▇▇, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇, ▇▇▇▇▇▇’s Tranche A Committed Loan Limit▇ ▇▇▇▇▇, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇’s Tranche B Loans does not exceed ▇▇▇ (or such other person or address as Agent may designate to Borrower in writing), Fax No. (▇▇▇) ▇▇▇-▇▇▇▇, given no later than 12:00 p.m. (Atlanta time) on the Tranche B Committed Loan Limit and Business Day of the proposed Revolving Credit Advance. Each such notice (iv) each other condition set forth in Article V (Conditions Precedent to Loansa "Notice of Revolving Credit Advance") shall be satisfiedsubstantially in the form attached hereto as Exhibit J hereto, specifying therein the requested date, the amount of such Revolving Credit Advance, whether it will be a Prime Rate Option Advance or LIBOR Option Advance and such other information as may be required by Agent. Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Revolving Credit Advance believed by Agent to be genuine and in assuming that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for Agent shall have actual knowledge to the contrary. (b) The Borrower may request an increase in Each Lender's Revolving Credit Loans and the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits Borrower's obligation to repay such Revolving Credit Loans shall also be evidenced by delivering a written request for such increase Revolving Credit Note payable to the Agent order of such Lender. The date and amount of each Revolving Credit Advance and each payment of principal with respect thereto shall be recorded on the books and records of each such Lender, which books and records shall constitute PRIMA FACIE evidence of the accuracy of the information therein recorded. The entire unpaid balance of the Revolving Credit Loan shall be immediately due and payable on the Commitment Termination Date. (and c) Subject to the provisions of SECTION 10.8, Agent shall promptly distribute a copy notify Lenders of any such request notice of borrowing given or deemed given pursuant to each this SECTION 1.2 by 2:00 p.m. (Atlanta time) on the proposed borrowing date with respect to any Prime Rate Option Advance and within a reasonable time after receipt from Borrower of a notice of borrowing with respect to a LIBOR Advance. The notice from Agent to Lenders shall set forth the Lenders), no information contained in Borrower's Notice of Revolving Credit Advance. Not later than twelve 3:30 p.m. (12Atlanta time) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to proposed borrowing date, each Lender will make available to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitAgent, as applicablefor the account of Borrower, by at Agent's Office in funds immediately available to Agent, an amount equal to its Applicable such Lender's Commitment Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement Revolving Credit Loans to be granted or withheld in its sole discretion), made on such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseborrowing date.

Loans. (a) Subject to Each Bank severally agrees, on the terms and subject to the conditions of set forth in this Agreement, each Lender shall to make Revolving Loans to the any Borrower from time to time, on any Business Day during Availability Periodthe period from the Closing Date to the Maturity Date, in an aggregate amount for all Borrowers not to exceed at any time outstanding an amount equal to the product of (x) the aggregate amount requested by the Borrower and (yi) such Lender’s Applicable Percentage, by making immediately available funds available Bank's Commitment less (ii) such Bank's Percentage Share of an amount equal to sum of the Agent (or an account designated by Letter of Credit Obligations plus the Agent) in accordance with the terms hereofSwingline Loans outstanding at such time; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (that, after giving effect to any Loanrequested Borrowing on such date and any issuance of Letters of Credit on such date, (A) the Aggregate Exposure shall not in any event exceed the Total Commitment on such Lender’s Committed date, (B) Borrowing Base Exposure shall not exceed the Net Borrowing Base on such date, and (C) the aggregate principal amount of all Loans outstanding on such date shall not exceed the Loan Limit. Within the foregoing limits, the Borrowers may borrow Revolving Loans under this Section 2.1(a), prepay Revolving Loans pursuant to Section 2.5 and reborrow Revolving Loans pursuant to this Section 2.1(a). (iib) On the Tranche A Principal Outstanding Amount (terms and conditions set forth in this Agreement, the Swingline Bank may, in its sole discretion on any Business Day during the period from the date of this Agreement until the Maturity Date, make Swingline Loans to the Company from time to time in an aggregate principal amount not to exceed $2,000,000 outstanding at any time; provided, that, after giving effect to any Loan) requested Borrowing on such date and any issuance of Letters of Credit on such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitdate, (iiiA) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does Aggregate Exposure shall not exceed the Tranche B Committed Loan Limit Total Commitment on such date, (B) Borrowing Base Exposure shall not exceed the Net Borrowing Base on such date, and (ivC) each other condition the aggregate principal amount of all Loans outstanding on such date shall not exceed the Loan Limit; and provided further than no Swingline Loan shall be made by the Swingline Bank if the Swingline Bank (x) has received a Swingline Restriction Notice and has not received a Termination of Swingline Restriction Notice canceling such Swingline Restriction Notice or (y) has actual knowledge that the statements set forth in Article V Section 7.2(b) and (Conditions Precedent c) are not true on the date of such Swingline Loan, it being agreed by the Company that any request for a Swingline Loan by the Company and the acceptance by the Company of the proceeds of such Swingline Loan shall constitute a representation and warranty by the Company that on the date of such Swingline Loan such statements are true. Within the foregoing limits, the Company may borrow Swingline Loans under this Section 2.1(b), prepay Swingline Loans pursuant to Loans) shall be satisfiedSection 2.5 and reborrow Swingline Loans pursuant to this Section 2.1(b). (bc) The Borrower may request an increase Borrowers and the Banks agree that in the aggregate Tranche A Committed event any Swingline Loan Limits and/or is not repaid on the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase date due to the Swingline Bank, the Swingline Bank shall so notify the Agent (and the Agent shall promptly distribute a copy of any such request to notify each of the Lenders)Banks, no later than twelve (12) Business Days prior and thereupon each Bank shall pay to the date Agent for the account of the Swingline Bank its Percentage Share of such Swingline Loan, it being agreed that such increase is requested Bank's obligation to pay its share of such Swingline Loan shall be made effective (irrevocable notwithstanding the effective date of any fact that such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on Swingline Loan matures and becomes due and payable after the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage termination of the requested increase amount. Each LenderCommitments, acting in its sole discretion acceleration of the Loans, or otherwise, and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five conditions precedent in Section 7.2 have been satisfied (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”a "Mandatory Funding"). Any Unless an Event of Default exists pursuant to Section 10.1(f) or (g), each such Lender may accept all payment by a Bank as part of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Mandatory Funding shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed be a Base Rate Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request made to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees Company pursuant to such increase (such agreement Bank's Commitment as part of a Revolving Borrowing of Base Rate Loans to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase DateCompany, and the Agent will deliver a written confirmation Company hereby irrevocably instructs the Swingline Bank to apply the proceeds of such Mandatory Funding to the Borrower specifying payment of the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limitoutstanding Swingline Loans. If an Event of Default does exist pursuant to Section 10.1(f) or (g) at the time of any Mandatory Funding, each payment by a Bank as applicable, or each Increasing Lender. Any part of such increase Mandatory Funding shall be deemed to be such Bank's purchase of a participation interest in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit outstanding Swingline Loans. The Agent shall be in a minimum amount give each Bank notice of USD 1,000,000, and shall be conditioned such Mandatory Funding by 11:00 a.m. on the payment by date the Borrower Mandatory Funding is to be made. Each Bank shall make its portion of any fee agreed by the Borrower and Mandatory Funding available to the Agent for the account of the Swingline Bank in connection with such increaseimmediately available funds by 1:00 p.m. on the date requested.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolver Lender shall severally agrees to make Loans loans (each such loan, a “Revolver Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofRevolver Commitment; provided, however, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanRevolver Borrowing, (i) the Total Revolver Outstandings shall not in exceed the Aggregate Revolver Commitments and (ii) the aggregate Outstanding Amount of the Revolver Loans of any event Revolver Lender, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Committed Loan LimitRevolver Commitment. Within the limits of each Lender’s Revolver Commitment, (ii) and subject to the Tranche A Principal Outstanding Amount (after giving effect other terms and conditions hereof, the Borrower’s ability to any Loan) of such ▇▇▇▇▇▇’s Tranche A obtain Revolver Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedfully revolving, and accordingly the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolver Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Subject to the Agent terms and conditions set forth herein, each Term Lender severally agrees to make a term loan (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increaseeach, a “Commitment Increase DateTerm Loan”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice ) to the Borrower and on the Agent advise Closing Date (or on any Increase Effective Date with respect to increases in the Borrower and Agent whether or Term Commitments pursuant to Section 2.14), in an aggregate amount not to exceed such Lender agrees to accept all or any Term Lender’s Term Commitment; provided, however, that after giving effect thereto, the Total Term Outstandings shall not exceed the Aggregate Term Commitments. No portion of such increase to its Tranche A Committed any Term Loan Limit and/or its Tranche B Committed Loan Limitthat has been repaid may be reborrowed. The Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as applicable; further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Loans. (a) Subject to Each Bank severally agrees, on the terms and conditions of this Agreement, each Lender shall to make Loans loans to the Borrower Borrowers in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount as to all Borrowers at any one time outstanding up to but not exceeding the amount of the Commitment of such Bank as in effect from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, provided that (i) the Principal Outstanding Amount aggregate principal amount of such ▇▇▇▇▇▇’s Loans (after giving effect to all Syndicated Loans, together with the aggregate principal amount of all Money Market Loans, at any Loan) one time outstanding shall not in any event exceed the aggregate amount of the Commitments at such Lender’s Committed Loan Limit, time and (ii) the Tranche A Principal Outstanding Amount (after giving effect aggregate principal amount of all Syndicated Loans made to AGFI, together with the aggregate principal amount of all Money Market Loans made to AGFI, at any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does one time outstanding shall not exceed $400,000,000. Subject to the foregoing and the other terms and conditions of this Agreement, during such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitperiod any Borrower may borrow, repay and reborrow the amount of the Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (iiias provided in Section 2.09 hereof) or Continue Syndicated Loans of one Type as Syndicated Loans of the Tranche B Principal Outstanding Amount same Type (after giving effect to any Loan) as provided in Section 2.09 hereof); provided that there may be no more than ten different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) definition of the term “Interest Period” shall be satisfieddeemed to be different Interest Periods even if they are coterminous). (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Notwithstanding anything to the Agent (and the Agent shall promptly distribute a copy of any such request to contrary contained in Section 3.01, each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicablemay, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Administrative Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer later than five 11:00 a.m. (5New York City time) three Business Days prior to the Commitment Increase Termination Date, convert all Syndicated Loans made to it that are outstanding on the Commitment Termination Date therefor(the into term loans in Dollars (such converted loans, each a “Increase Approval PeriodTerm Loan” and collectively, the “Term Loans”) which shall mature, and be due and payable, on the date which is the first anniversary of the Commitment Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Any such Lender may accept all of its Applicable Percentage ; provided that, both on the date of such increasenotice and on the Commitment Termination Date, a portion (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of such increase, or decline to accept any the Borrowers set forth in Section 7 hereof (other than the last sentence of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Section 7.02 hereof and Section 7.03 hereof) shall be deemed to have rejected true and complete with the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent same force and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective effect as if made on and as of the relevant Commitment Increase Datedate of such conversion (or, if any such representation or warranty is stated to have been made as of a specific date, as of such specific date); and provided, further, that after giving effect to such conversion the Agent will deliver Banks shall have no further obligation to make any additional Loans. Each Term Loan shall bear interest, until the payment in full thereof, at the rates that Loans of the same Type bear pursuant to this Agreement and shall otherwise constitute a written confirmation Loan for all purposes of this Agreement. Each Borrower hereby promises to pay to the Borrower specifying Administrative Agent for account of the new Tranche A Committed Loan Limit and Tranche B Committed Loan LimitBanks, as applicableon such maturity date, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum unpaid principal amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseall outstanding Term Loans made to it hereunder.

Loans. (a) Subject The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the Administrative Agent no later than 3:00 P.M. on the third Business Day or, in the case of ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's address referred to in Section 11.02, in same day funds, such Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a "NON-PERFORMING LENDER") shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender's Percentage of any Borrowing, the non-performing Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such non-performing Lender failed to make available to the Administrative Agent), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. Within the limits of each Lender's Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of this AgreementLoans, each the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent. If a non-performing Lender shall make Loans repay to the Borrower from time to timeAdministrative Agent such corresponding amount in full (with interest as above provided), on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate Administrative Agent shall apply such corresponding amount requested by and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender's Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have rejected assumed and performed the Borrower’s obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request for an increase that Loans made by it hereunder be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or form payable to the Tranche B Committed Loan Limit in full. Promptly following the conclusion order of the Increase Approval Periodpayee named therein (or, the Agent shall notify the Borrower of the results of if such request to the Lenders. If the Agent and any Increasing Lender (which mustPromissory Note is a registered note, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in payee and its sole discretionregistered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (ai) Subject to and upon the terms and conditions of this Agreementherein set forth, each Tranche A Lender shall severally and not jointly agrees to make Tranche A Loans to the Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the Tranche A Loan Amount. Immediately upon the making of the Tranche A Loans, the Commitments of the Tranche A Lenders shall be automatically terminated. (ii) Subject to and upon the terms and conditions herein set forth, each Tranche B Lender severally and not jointly agrees to make Tranche B Loans to the Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the Tranche B Loan Amount. Immediately upon the making of the Tranche B Loans, the Commitments of the Tranche B Lenders shall be automatically terminated. (iii) Each Tranche C Lender severally and not jointly agrees to make Tranche C Loans to the Borrower (x) from time to timetime after the Closing Date but prior to the Last Drawdown Date, on any Business Day during Availability Periodthe date specified in the relevant Draw Request, in an aggregate amount of a sum equal to the product of (x) the aggregate amount requested by the Borrower and (yA) such Lender’s Applicable Percentage, 's Commitment Percentage multiplied by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (iB) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is amount requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence relevant Draw Request (each such loan, together with the Final Loans (as defined below), a "Subsequent Loan"); and (y) on the Last Drawdown Date if any Commitments remain outstanding, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the sum of (1) the Total Commitment minus (2) the aggregate amount previously borrowed (each such loan, a "Final Loan" and together with the Initial Loans and the Subsequent Loans, the "Loans"). (iv) The aggregate principal amount of the Loans outstanding shall constitute not exceed $595,000,000, as such amount may be increased (i) pursuant to Section 2.1(b) or (ii) by the joinder hereto of new Lenders in accordance with Section 12.7(i). (i) In the event that after the Closing Date the Borrower consummates an invitation Equity Issuance, the Borrower may, upon at least 30 days' notice to each Lender the Administrative Agent (who shall promptly provide a copy of such notice to the other Agents and the Lenders) propose to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, the aggregate amount of the Commitments by an amount equal not to its Applicable Percentage exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"). Each Lender party to this Agreement at such time shall have the right (but no obligation), prior to the expiration of the requested increase amount. Each Lender30 day period, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall elect by written notice to the Borrower and the Administrative Agent advise to increase its Commitments by a principal amount equal to such Lender's Commitment Percentage multiplied by the Increased Commitments. Each of the Agents shall assist and cooperate with (but shall not be obligated to commit to any Increased Commitments to) the Borrower in connection with obtaining the Increased Commitments. (ii) If any Lender party to this Agreement shall elect not to increase its Commitment pursuant to clause (i) above, the Borrower may designate another financial institution or institutions or investment fund or funds (which may be, but need not be, one or more of the existing Lenders) consented to by the Agents and the Borrower and Agent whether which would otherwise be permitted to be a Lender pursuant to Section 12.7 (such consent not to be unreasonably withheld or not such Lender agrees delayed) (each, a "Potential Lender") which at the time agree to accept all or any portion (i) in the case of such Potential Lender that is an existing Lender, increase its Commitment and (ii) in the case of any other such Potential Lender (an "Additional Lender"), become a party to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitthis Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this clause (ii) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Increased Commitments. (iii) An increase in the aggregate amount of the Commitments pursuant to this Section 2.1(b) shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as applicablethe Administrative Agent may reasonably request. So long as no Default is in existence or would result therefrom, the Borrower may borrow under the Increased Commitments by following the procedures with respect to Borrowings set forth herein; provided that such notice (i) Installment Amounts shall be delivered payable with respect to Loans under the Increased Commitment on the next succeeding date on which Installment Amounts would otherwise be due and shall be paid on such dates thereafter, and (ii) the Maturity Date with respect to Loans under the Increased Commitments shall be the same as for the other Loans. (c) Any failure by the Borrower to borrow the Required Amount on or before the Last Drawdown Date, or any voluntary termination of the Commitments prior to the Agent Last Drawdown Date, shall result in the immediate and automatic termination of all of the remaining Commitments, and the Borrower no fewer than five (5) Business Days prior shall, immediately upon such failure to borrow or termination, pay to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable Administrative Agent (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request distribution to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation fee equal to the Borrower specifying product of (i) the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in then prevailing Prepayment Premium multiplied by (ii) the Tranche A Committed Loan Limit and/or sum of (x) the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on Total Commitment (excluding the payment ------------- Increased Commitments) minus (y) all amounts borrowed by the Borrower prior ----- to the date thereof. (d) The Initial Loans shall consist of any fee agreed by the Borrower and the Agent in connection with such increase.Tranche A

Loans. (a) Subject to On the terms and conditions of set forth herein, including this AgreementSection and Article Four, each Lender shall make Loans to the Borrower may from time to time, time on any Business Day during Availability Periodthe Revolving Period request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a “Loan”) in the amount of each such ▇▇▇▇▇▇’s Lender Advance, to the Borrower on a Funding Date. For the avoidance of doubt, no Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 3:00 p.m., Atlanta, Georgia time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculations of the Maximum Available Amount and the Maximum Advance Rate Test as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Distribution Date if the Funding Date occurs on a Distribution Date); provided, that the Administrative Agent and the Lenders may agree, each at their own discretion, to a lower Principal Amount for the related Loan; and (ii) an updated Schedule of Accounts that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the Commitment Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the product of Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (Outstanding, determined after giving effect to any Loan) shall not in any event such funding, to exceed such Lender’s Committed Loan Limit, its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the Tranche A Principal Outstanding Amount (extent that after giving effect to any such Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does , the Maximum Advance Rate Test would not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, be satisfied; (iii) the Tranche B Principal Outstanding Amount (after giving effect to of any Loan) of Loan exceeds the Available Amount on such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and day; and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall more than one Loan be satisfiedfunded on any Business Day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject Each Loan shall be made by the Lenders ratably in accordance with their respective Term Loan Facility A Commitments and Term Loan Facility B Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; PROVIDED that the Term Loan Facility A Commitments and the Term Loan Facility B Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan, in a single advance, to the Borrower in Dollars (PROVIDED that the same shall occur no later than thirty (30) days following the Effective Date) in an aggregate principal amount up to but not exceeding the amount of the Term Loan Facility A Commitment of such Lender. Thereafter the Borrower may convert Loans of one Type into Loans of another Type (as provided in Section 2.08) or continue Loans of one Type as Loans of the same Type (as provided in Section 2.08). (c) Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan, in a single advance, to the Borrower in Dollars (PROVIDED that the same shall occur no later than thirty (30) days following the Effective Date) in an aggregate principal amount up to but not exceeding the amount of the Term Loan Facility B Commitment of such Lender. Thereafter the Borrower may convert Loans of one Type into Loans of another Type (as provided in Section 2.08) or continue Loans of one Type as Loans of the same Type (as provided in Section 2.08). (d) Each Loan representing the Lender's Term Loan Facility A Commitment made by each Lender shall make Loans be evidenced by a single promissory note of the Borrower, substantially in the form of EXHIBIT D dated the date hereof, payable to the Borrower from time to time, on any Business Day during Availability Period, such Lender in an aggregate a principal amount equal to the product amount of its Term Loan Facility A Commitment as originally in effect and otherwise duly completed. (xe) Each Loan representing the aggregate Lender's Term Loan Facility B Commitment made by each Lender shall be evidenced by a single promissory note of the Borrower, substantially in the form of EXHIBIT D dated the date hereof, payable to such Lender in a principal amount requested by equal to the amount of its Term Loan Facility B Commitment as originally in effect and otherwise duly completed. (f) Subject to Section 2.14, (i) each Loan shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower and (y) may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender’s Applicable Percentage, by making immediately available funds available Lender to make such Loan; provided that any exercise of such option shall not affect the Agent (or an account designated by obligation of the Agent) Borrower to repay such Loan in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedthis Agreement. (bg) The Borrower may request At the commencement of each Interest Period for any Eurodollar Loan, the amount of such Eurodollar Loan shall be in an increase aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000. At the time each ABR Loan is made, the amount of such ABR Loan shall be in the an aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (principal amount that is an integral multiple of $10,000 and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later not less than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”)$50,000; provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant an ABR Loan may be in an aggregate amount that is equal to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche entire unused balance of either the Term Loan Facility A Committed Commitment or the Term Loan Limit and/or its Tranche Facility B Committed Loan LimitCommitment, as applicable, by an amount equal to its Applicable Percentage the case may be. Loans of more than one Type may be outstanding at the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicablesame time; provided that such notice there shall not at any time be delivered to the Agent and the Borrower no fewer more than a total of five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseEurodollar Loans outstanding.

Loans. (a) Subject The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "NOTICE OF BORROWING") to the terms and conditions Administrative Agent no later than 12:00 noon (New York City time) on the third Business Day or, in the case of this AgreementABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall make Loans to be in substantially the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to form of Exhibit A and shall specify the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount date of such Borrowing, (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇ ▇▇▇▇▇▇’s Tranche A Loans does not exceed , in same day funds, such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) Lender's Percentage of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed Borrowing. After the Tranche B Committed Loan Limit Administrative Agent's receipt of such funds and (iv) each other condition upon fulfillment of the applicable conditions set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in V, the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for Administrative Agent will make such increase funds available to the Agent (and Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall promptly distribute have received notice from a copy of any such request to each of the Lenders), no later than twelve (12) Business Days Lender prior to the date of any Borrowing that such increase is requested Lender will not make available to be the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made effective (such Percentage available to the effective Administrative Agent on the date of any such increaseBorrowing in accordance with the first sentence of this subsection (b), a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on and the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitAdministrative Agent may, as applicablein reliance upon such assumption, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower and the Agent advise on such date a corresponding amount. (c) Any Lender may request that Loans made by it be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and Agent whether or not deliver to such Lender agrees a Promissory Note payable to accept all or any portion the order of such increase Lender (or, if requested by such Lender, to such Lender and its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitregistered assigns) and in a form approved by the Administrative Agent. Thereafter, as applicable; provided that the Loans evidenced by such notice Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 10.07) be delivered represented by one or more Promissory Notes in such form payable to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion order of the Increase Approval Periodpayee named therein (or, the Agent shall notify the Borrower of the results of if such request to the Lenders. If the Agent and any Increasing Lender (which mustPromissory Note is a registered note, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in payee and its sole discretionregistered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. Each Lender set forth on Schedule A hereto agrees (a) Subject such Lender in such capacity, an “Additional Lender”), severally and not jointly, to make, on the Amendment Effective Date, a New Tranche B-1 Term Loan or a New Tranche B-2 Term Loan, as applicable, to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) Borrowers in accordance with the terms hereof; providedborrowing mechanics set forth in Section 2.01(b) of the Credit Agreement in the amount set forth as its New Tranche B-1 Term Loan Commitment (the “New Tranche B-1 Term Loan Commitment”) or New Tranche B-2 Term Loan Commitment (the “New Tranche B-2 Term Loan Commitment”), that (ias applicable, set forth opposite its name under the heading “New Tranche B-1 Term Loan Commitments” or “New Tranche B-2 Term Loan Commitments”, as applicable, on Schedule A to this Amendment. The U.S. Borrower may only make one borrowing of each of the New Tranche B-1 Term Loan Commitment and New Tranche B-2 Term Loan Commitment and, once repaid, the New Tranche B-1 Term Loans and New Tranche B-2 Term Loan may not be reborrowed. The proceeds of the New Tranche B-1 Term Loan and New Tranche B-2 Term Loan are to be used by the Borrowers solely for the purposes set forth in Recital B of this Amendment. Subject to Sections 2.13(a) and 2.14 of the Principal Outstanding Amount of such ▇▇▇▇▇▇Credit Agreement, all amounts owed with respect to the New Tranche B-1 Term Loans shall be paid in full no later than the Tranche B-1 Term Loan Maturity Date and all amounts owed with respect to the New Tranche B-2 Term Loan shall be paid in full no later than the Tranche B-2 Term Loan Maturity Date. Each Lender’s Loans (New Tranche B-1 Term Loan Commitment and/or New Tranche B-2 Term Loan Commitment, as applicable, shall terminate immediately and without further action on the Amendment Effective Date after giving effect to any Loan) shall not in any event exceed the funding of such Lender’s Committed New Tranche B-1 Term Loan LimitCommitment and New Tranche B-2 Term Loan Commitment on such date. For the avoidance of doubt, from and after the Amendment Effective Date, (iia) references in the Credit Agreement to the “Tranche B-1 Term Loans” shall include the New Tranche B-1 Term Loans made by the Existing Term Lenders to the Borrowers on the Amendment Effective Date and shall exclude the Tranche A Principal Outstanding Amount B-1 Term Loans (after giving effect to any Loanas defined in the Credit Agreement) of such ▇▇▇▇▇▇’s made by the Existing Term Lenders (as defined in the Credit Agreement) on the Closing Date (which Tranche A B-1 Term Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. repaid in full on the Amendment Effective Date) and (b) The Borrower may request an increase references in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Credit Agreement to the Agent (and “Tranche B-2 Term Loans” shall include the Agent shall promptly distribute a copy of any such request to each of New Tranche B-2 Term Loans made by the Lenders), no later than twelve (12) Business Days prior Existing Term Lenders to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur Borrowers on the last Business Day of a calendar quarter. Each request Amendment Effective Date and shall exclude the Tranche B-2 Term Loans (as defined in the Credit Agreement) made by the Borrower pursuant to Existing Term Lenders (as defined in the immediately preceding sentence shall constitute an invitation to each Lender to increase its Credit Agreement) on the Closing Date (which Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice B-2 Term Loans shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase repaid in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned full on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseAmendment Effective Date).

Loans. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, each Lender shall Laurus may make Loans loans (the “Loans”) to the Borrower Companies from time to time, on any Business Day time during Availability Periodthe Term which, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentageat any time outstanding, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does will not exceed the Tranche B Committed Loan Limit lesser of (such amount, the “Available Amount”) (x)(I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and (iv) each other condition set forth in Article V (Conditions Precedent necessary from time to Loans) shall be satisfied. (b) The Borrower may request an increase in time based on the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy occurrence of significant business developments of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective Company (the effective date of any such increase, a “Commitment Increase DateReserves”); provided that each Commitment Increase Date must occur on Laurus cannot create or increase any Reserves solely by reason of the last Business Day results of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase Company’s field trial involving its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by “SuperCapacity” adaptive array base stations and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability plus (III) the Applicable Availability Adjustment Amount minus (IV) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) plus Section 2(a)(i)(y)(III) minus Section 2(a)(i)(y)(IV) shall be referred to as the “Formula Amount”; provided, however, that (A) the Formula Amount determined after the creation of Reserves by Laurus in its Applicable Percentage good faith judgment (solely with respect to such determination) (i) shall not be used as the basis for payment of the interest due on Overadvances under Section 5(b)(ii) and (ii) shall not be used for 60 days following such determination to determine whether the aggregate outstanding principal amount of the Loans prior to such increase or decrease are in excess of the Formula Amount in order to require a payment under Section 3(d) and (B) so long as no Event of Default has occurred and is continuing, the Available Amount shall not be less than Applicable Availability Adjustment Amount at such time. Within such limits, and subject to the terms and conditions hereof, the Companies may obtain Loans, repay Loans and obtain Loans again on one or more occasions. The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and the Minimum Borrowing Note evidencing the Loans. (ii) Notwithstanding the limitations set forth above, if requested increase amount. Each Lenderby any Company, acting Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability (provided that Laurus cannot decrease any advance percentages solely by reason of the results of the Company’s field trial involving its “SuperCapacity” adaptive array base stations and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies; provided, however, that the Formula Amount determined after any such increase or decrease in such advance percentages (solely with respect to such determination) (i) shall not be used as the basis for payment of the interest due on Overadvances under Section 5(b)(ii) and (ii) shall not be used for 60 days following such determination to determine whether the aggregate outstanding principal amount of the Loans prior to such increase or decrease are in excess of the Formula Amount in order to require a payment under Section 3(d). (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice charge to the Borrower Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion endorsement of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicableinstruments); provided that Laurus shall not sell, assign, transfer or dispose of any Intellectual Property (in whole or in part), or, prior to the occurrence and the continuance of an Event of Default, otherwise take any action that may have a material adverse effect on any Intellectual Property. Prior to the occurrence and continuance of an Event of Default, Laurus shall give the Company 5 days’ prior written notice that it intends to take any such action, and shall give the Company written notice within 5 days after taking such action, in both cases with pertinent details as to the action performed; it being understood and agreed that no such notice shall be delivered to necessary after the Agent occurrence and during the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”)continuance of an Event of Default. Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum The amount of USD 1,000,000, all monies expended and shall be conditioned on the payment all costs and expenses (including attorneys’ fees and legal expenses) incurred by the Borrower of any fee agreed by the Borrower and the Agent Laurus in connection with or as a result of the performance or observance of such increaseagreements or the taking of such action by Laurus shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be presumed correct in the absence of manifest error.

Loans. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, each Lender shall agrees to make Loans to Borrowers from time to time in amounts requested by any Borrower or on its behalf by Waxman Industries up to the Borrower amount equal to: (i) eighty-five (85%) percent of the Net Amount of Eligible Accounts of Borrowers, PLUS (ii) the lesser of (A) sixty (60%) percent of the Value of Eligible Inventory of Borrowers or (B) $10,000,000, PLUS (iii) the Pledged Share Availability, MINUS (iv) any Availability Reserves. (b) Lender may, in its discretion, from time to time, on upon not less than five (5) days' prior notice to any Business Day during Availability PeriodBorrower (or Waxman Industries), in an aggregate amount equal reduce the lending formula with respect to Eligible Inventory to the product extent that Lender determines in good faith that: (i) the number of days of the turnover of the Inventory for any period has increased or (xii) the liquidation value of the Eligible Inventory, or any category thereof, has decreased, or (iii) the nature, quality and mix of the Inventory has deteriorated. The amount of any reduction in any lending formula by Lender pursuant to this Section 2.1(b) shall have a reasonable relationship to the matter which is the basis for such reduction in the good faith determination of Lender. To the extent an Availability Reserve shall have been established which is sufficient to address any event, condition or matter in a manner satisfactory to Lender in its good faith determination, Lender shall not exercise its rights under this Section 2.1(b) to reduce the lending formulas to address such event, condition or matter. (c) Except in Lender's discretion, (i) the aggregate amount requested by of the Borrower Loans and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount Letter of such ▇▇▇▇▇▇’s Loans (after giving effect to Credit Accommodations outstanding at any Loan) time shall not in any event exceed such Lender’s Committed Loan Limitthe Maximum Credit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to aggregate amount of the Loans based on Eligible Accounts of WAMI outstanding at any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does time shall not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit$750,000, and (iii) the Tranche B Principal Outstanding Amount (after giving effect to aggregate amount of the Loans based on Eligible Accounts and Eligible Inventory of WAMI Sales outstanding at any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does time shall not exceed $1,500,000. In the Tranche B Committed Loan Limit event that the outstanding amount of any component of the Loans, or the aggregate amount of the outstanding Loans and (iv) each other condition Letter of Credit Accommodations, exceed the amounts available under the lending formulas, the sublimit for Eligible Inventory set forth in Article V (Conditions Precedent to LoansSection 2.1(c)(ii) shall be satisfied. (babove, the sublimits for Letter of Credit Accommodations set forth in Section 2.2(d) The Borrower may request an increase in or the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitMaximum Credit, as applicable, such event shall not limit, waive or otherwise affect any rights of Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by an Lender, which may be made at any time or from time to time, immediately repay to Lender the entire amount equal of any such excess(es) for which payment is demanded. (d) For purposes only of applying the sublimit on Loans based on Eligible Inventory pursuant to its Applicable Percentage Sections 2.1(a)(ii) hereof, Lender may treat the then undrawn amounts of outstanding Letter of Credit Accommodations for the purpose of purchasing Eligible Inventory as Loans to the extent Lender is in effect relying on the Eligible Inventory being purchased with such Letter of Credit Accommodations. In determining the actual amounts of such Letter of Credit Accommodations to be so treated for purposes of the requested increase amount. Each Lendersublimit, acting the outstanding Loans and Availability Reserves shall be attributed first to any components of the lending formulas in its sole discretion and with no obligation Section 2.1 that are not subject to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Sectionsuch sublimit, shall by written notice before being attributed to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion components of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees lending formulas subject to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasesublimit.

Loans. (a) Subject to On the terms and conditions of set forth herein, including this AgreementSection and Article Four, each Lender shall make Loans to the Borrower may from time to time, time on any Business Day during Availability Periodthe Revolving Period request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a “Loan”) in the amount of each such ▇▇▇▇▇▇’s Lender Advance, to the Borrower on a Funding Date. For the avoidance of doubt, no Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 3:00 p.m., Atlanta, Georgia time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Distribution Date if the Funding Date occurs on a Distribution Date); provided, that the Administrative Agent and the Lenders may agree, each at their own discretion, to a lower Principal Amount for the related Loan; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the Commitment Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the product of Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (Outstanding, determined after giving effect to any Loan) shall not in any event such funding, to exceed such Lender’s Committed Loan Limit, its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the Tranche A Principal Outstanding Amount (extent that after giving effect to any such Loan) of such ▇▇▇▇▇▇’s Tranche A , the Loans does not Outstanding would exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, the Borrowing Base; (iii) the Tranche B Principal Outstanding Amount (after giving effect to of any Loan) of Loan exceeds the Available Amount on such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and day; and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall more than one Loan be satisfiedfunded on any Business Day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender shall severally agrees to make Loans term loans (each a “Loan” and collectively, the “Loans”) to the Borrower from time as follows: (i) on the Closing Date, each Lender severally agrees to timemake a Loan to the Borrower in a single advance (the “Initial Advance”) in an amount not to exceed such Lender’s Commitment, provided that the aggregate principal of all Loans made by the Lenders on such date shall not exceed the Aggregate Commitments (before giving effect to mandatory reductions in the Aggregate Commitments under Section 2.07(b)); and (ii) on any other Business Day during the Availability Period, each Lender severally agrees to make a Loan to the Borrower in a single advance (the “Delayed Draw Advance”) in an aggregate amount equal not to exceed such Lender’s Pro Rata Share of the product Available Delayed Draw Amount, provided that (A) the Borrower may not request more than one advance pursuant to this Section 2.01(a)(ii) and (B) the sum of (x) the aggregate principal amount requested by of all Loans made on such date (the Borrower and “Delayed Draw Advance Date”) plus (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated aggregate principal amount of all Loans by the Agent) in accordance with Lenders made on the terms hereof; provided, that Closing Date shall not exceed the Aggregate Commitments (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after before giving effect to any Loan) shall not mandatory reductions in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedAggregate Commitments under Section 2.07(b)). (b) Amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed. The Borrower Loans may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitBase Rate Loans or Eurodollar Rate Loans, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Loans. (a) Subject The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a "Notice of Borrowing") to the Administrative Agent no later than 2:00 P.M. on the third Business Day prior to the date of the proposed Borrowing or, in the case of Base Rate Loans, on the same Business Day. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of EXHIBIT A-2 and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Final Maturity Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.3 and 3.4. (b) Each Lender shall, before 4:00 P.M. on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Office, in same day funds, such Lender's Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's Office. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Defaulting Lender's Percentage of any Borrowing, the Defaulting Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such Defaulting Lender failed to make available to the Administrative Agent), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. Within the limits of each Lender's Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of this AgreementLoans, each the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the other Lenders to fund such repayment to the Administrative Agent. If a Defaulting Lender shall make Loans repay to the Borrower from time to timeAdministrative Agent such corresponding amount in full (with interest as above provided), on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate Administrative Agent shall apply such corresponding amount requested by and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such amount so repaid shall be deemed to constitute such Lender’s Applicable Percentage's Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a Defaulting Lender; if and so long as such Defaulting Lender shall not repay such amount, and unless and until an Eligible Assignee shall have assumed and performed the obligations of such Defaulting Lender, all computations by making immediately available funds available the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such Defaulting Lender, and any amounts paid to the Administrative Agent (or an for the account designated of such Defaulting Lender shall be held by the Agent) Administrative Agent in accordance with trust for such Defaulting Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any Defaulting Lender. The failure of any Lender to make the terms hereof; providedLoan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, that (i) if any, hereunder to make its Loan on the Principal Outstanding Amount date of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan LimitBorrowing, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) but no Lender shall be satisfiedresponsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (bd) The Borrower may request an increase Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the aggregate Tranche A Committed Loan Limits and/or ordinary course of business. The accounts or records maintained by the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Administrative Agent (and the Agent each Lender shall promptly distribute a copy of any such request to each be conclusive absent manifest error of the Lenders), no later than twelve (12) Business Days prior to amount of the date that such increase is requested to be Extensions of Credit made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice Lenders to the Borrower and the Agent advise interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent whether or not in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (e) Any Lender may request that its Commitment hereunder be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender agrees a Promissory Note payable to accept all or any portion the order of such increase Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.7) be represented by one or more Promissory Notes in such form payable to the order of the payee named therein (or, if such Promissory Note is a registered note, to such payee and its registered assigns). Each Lender may attach schedules to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitPromissory Notes and endorse thereon the date, as applicable; provided that such notice shall be delivered to the Agent amount and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all maturity of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent Loans and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection payments with such increaserespect thereto.

Loans. (a) Subject to On the terms and conditions of this Agreement, each Lender shall make Loans subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article 4), the Borrower may from time to time, time on any Business Day during Availability the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by a Lender, a “Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date. (b) No later than 12:00 p.m., New York City time, one Business Day prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Securities Intermediary): (i) a Funding Request, which will include, among other things, the proposed Funding Date, whether such Loan shall bear Interest based on Term SOFR or Daily Simple SOFR, a calculation of the Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. (c) Following receipt by the Administrative Agent, the Agents and the Lenders of a Funding Request, and prior to the Revolving Period Termination Date (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the product of Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause the Principal Loans Outstanding Amount of with respect to such Committed ▇▇▇▇▇▇’s Loans (Lender Group, as determined after giving effect to any Loan) shall not in any event such funding, to exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the extent that after giving effect to such Loan, the Loans does not Outstanding would exceed the Borrowing Base (calculated as of the previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such ▇▇▇▇▇▇’s Tranche A Committed Loan LimitDetermination Date, but prior to or on such date of determination, the related Cutoff Date); and (iii) the Tranche B Principal Outstanding Amount (after giving effect to of the Loans made on any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not Funding Date exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedAvailable Amount on such day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of set forth in this Agreement, each Lender of the 2027 Term Lenders severally agrees to make a term loan (each, a “2027 Closing Date Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate principal amount not to exceed its Applicable Percentage of $150,000,000; provided, that in all events no Default or Event of Default shall have occurred and be continuing, the aggregate Outstanding amount of such Lender’s Loans shall not exceed its Commitment, and the Total Exposure shall not exceed the Facility Cap. (b) Subject to the terms and conditions set forth in this Agreement, each of the 2027 Term Lenders severally agrees to make Loans additional term loans (each such loan, a “2027 Delayed Draw Term Loan”) to the Borrower from time to timetime on no more than five (5) occasions, on any Business Day during the Availability Period, in an aggregate principal amount equal not to the product exceed such Lender’s unfunded Commitment as of (x) such date; provided, that in all events no Default or Event of Default shall have occurred and be continuing, the aggregate Outstanding amount requested of such Lender’s Loans shall not exceed its Commitment, and the Total Exposure shall not exceed the Facility Cap. (c) The Borrower may not re-borrow any portion of a Loan which is repaid. Upon a Lender’s funding of a 2027 Closing Date Loan or 2027 Delayed Draw Loan, such Lender’s unfunded 2027 Term Commitment shall be permanently reduced by the Borrower and principal amount of such Loan. All Commitments shall terminate on the Availability Period Termination Date if not previously terminated pursuant hereto. (yd) such The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated . Each request for a Loan hereunder shall constitute a representation and warranty by the Agent) in accordance with Borrower that all of the terms hereof; provided, that (i) the Principal Outstanding Amount conditions required of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, ▇ and §11 have been satisfied (iiiunless waived by Agent in writing) on the Tranche B Principal Outstanding Amount (after giving effect to any Loan) date of such ▇▇▇▇▇▇’s Tranche B request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date). The Agent may assume that the conditions in §10 and §11 have been satisfied (unless waived by Agent in writing) unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the maximum aggregate Tranche A Committed Loan Limits and/or principal outstanding balance of more than the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy principal face amount of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or Note or its Tranche B Committed Loan LimitCommitment, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to On the terms and conditions of set forth herein, including this AgreementSection 2.01 and Article Four, each Lender shall make Loans to the Borrower may from time to time, time on any Business Day during Availability Periodthe Revolving Period request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a “Loan”) in the amount of each such ▇▇▇▇▇▇’s Lender Advance, to the Borrower on a Funding Date. For the avoidance of doubt, no Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Commitment. (b) No later than 12:00 p.m., on the day that is two (2) Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent of such proposed Funding Date and Loan by delivering to the Administrative Agent: (i) a Funding Request, which will include, among other things, the proposed Funding Date (which shall be a Business Day), a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Distribution Date if the Funding Date occurs on a Distribution Date); provided, that the Administrative Agent and the Lenders may agree, each at their own discretion, to a lower Principal Amount for the related Loan; and (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the Commitment Termination Date, each Lender severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the product of Loan so requested. (xd) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (Outstanding, determined after giving effect to any Loan) shall not in any event such funding, to exceed such Lender’s Committed Loan Limit, its Commitment; (ii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the Tranche A Principal Outstanding Amount (extent that after giving effect to any such Loan) of such ▇▇▇▇▇▇’s Tranche A , the Loans does not Outstanding would exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, the Borrowing Base; (iii) the Tranche B Principal Outstanding Amount (after giving effect to of any Loan) of Loan exceeds the Available Amount on such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and day; and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall more than one Loan be satisfiedfunded on any Business Day. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject The Borrower may request a Borrowing (other than a Conversion) by delivering a notice (a “Notice of Borrowing”) to the Administrative Agent no later than 12:00 noon on the third Business Day or, in the case of ABR Loans, on the first Business Day, prior to the date of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Borrowing. Each Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Revolving Credit Termination Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 12:00 noon on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s address referred to in Section 11.02, in same day funds, such Lender’s Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a “non-performing Lender”) shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender’s Percentage of any Borrowing, the non-performing Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. Within the limits of each Lender’s Available Commitment and subject to the other terms and conditions set forth in this Agreement for the making of this AgreementLoans (including Section 8.01(h)), each the Borrower may request (and the Lenders shall honor) one or more additional Borrowings from the performing Lenders to fund such repayment to the Administrative Agent. If a non-performing Lender shall make Loans repay to the Borrower from time to timeAdministrative Agent such corresponding amount in full (with interest as above provided), on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate Administrative Agent shall apply such corresponding amount requested by and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender’s Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have rejected assumed and performed the Borrower’s obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitments, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request for an increase that Loans made by it hereunder be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or form payable to the Tranche B Committed Loan Limit in full. Promptly following the conclusion order of the Increase Approval Periodpayee named therein (or, the Agent shall notify the Borrower of the results of if such request to the Lenders. If the Agent and any Increasing Lender (which mustPromissory Note is a registered note, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in payee and its sole discretionregistered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (ai) Subject An Authorized Representative of a Borrower shall give the Agent at least three (3) Business Days’ irrevocable telephonic notice of each Loan to such Borrower (or, in the case of any Loan denominated in any currency determined to be an Alternative Currency after the date hereof, such greater notice period reasonably determined by the Agent to be necessary), whether representing an additional borrowing or the Continuation of a borrowing hereunder, prior to 1:00 P.M. (London time). Each such notice shall be effective upon receipt by the Agent, shall specify the identity of the Borrower, the amount of the borrowing, the Type of Loan (Euribor Rate if such Loan is requested in Euros, or Offshore Rate if such Loan is requested in an Alternative Currency), the date of borrowing (which shall be a Business Day), the Interest Period to be used in the computation of interest, and if an Offshore Rate Loan, the applicable Alternative Currency. The Authorized Representative of the applicable Borrower shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions not later than one (1) Business Day prior to the requested borrowing day. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 1:00 P.M. (London time)) not later than 2:00 P.M. (London time) on the same day as the Agent’s receipt of such notice. At approximately 4:00 P.M. (London time) two (2) Business Days preceding the date specified for a Loan of an Alternative Currency, the Agent shall determine the Borrowing Date Exchange Rate and the applicable interest rate. Not later than 5:00 P.M. (London time) two (2) Business Days preceding the date specified for each Loan of an Alternative Currency, the Agent shall provide the applicable Borrower and each Lender notice by telefacsimile transmission of the Borrowing Date Exchange Rate applicable to such Loan, and the applicable Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date, and the Euro Equivalent Amount of such Loan or Loans and the applicable Offshore Rate. (ii) (A) In the case of Loans in Euros, not later than 10:00 A.M. (London time) on the date specified for each borrowing under this Section 2.1, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the form of Euros constituting immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds be made available to the Agent (or an account designated applicable Borrower by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), delivery no later than twelve 4:00 P.M. (12London time) Business Days prior of the proceeds thereof to the date that such increase is requested to applicable Borrower’s Account or otherwise as shall be made effective (directed in the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request applicable Borrowing Notice by the Authorized Representative of such Borrower pursuant and reasonably acceptable to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseAgent.

Loans. (a) Subject to On the terms and conditions of set forth in this Agreement, each Lender shall make Loans to Agreement the Borrower Borrowers may from time to time, time on any Business Day during Availability Period, in an aggregate amount equal prior to the product of Termination Date, request that an advance under this Agreement (xeach, a “Loan”) the aggregate amount requested by be made to them on a Funding Date. No later than 12:00 noon one (1) Business Days prior to a proposed Funding Date, the Borrower Representative, on behalf of the Borrowers, shall notify the Lender of such proposed Funding Date and (y) such Lender’s Applicable Percentage, Loan by making immediately available funds available delivering to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that Lender: (i) a Funding Request, which will include, among other things, the proposed Funding Date, calculation of the Borrowing Base (calculated as of the date of the related Funding Request) and the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed the Loan Limit, requested; and (ii) certification from the Tranche A Principal Outstanding Amount (Custodian that the Tax Liens Files for each Tax Lien that is the subject of the proposed Loan is in the Custodian’s possession and such other information as the Lender may reasonably request with respect to the related Loan. If any such Funding Request is delivered to the Lender after giving effect 12:00 noon on the Business Day prior to any Loan) the proposed Funding Date, such Funding Request shall be deemed to be received prior to 12:00 noon on the next succeeding Business Day and the proposed Funding Date of such ▇▇▇▇▇▇’s Tranche A Loans does not proposed Loan shall be deemed to be the Business Day following such deemed receipt. Each Funding Request shall include a representation by the Borrowers that the requested Loan will not, on the Funding Date, exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Available Amount (after giving effect and a representation that all conditions precedent to any Loan) the making of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) have been satisfied. Any Funding Request shall be satisfiedirrevocable and the Borrower Representative may not request that more than one Loan be funded on any Business Day. (b) The Borrower may request an increase in Following receipt by the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering Lender of a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days Funding Request prior to the date that such increase is requested to be made effective (Termination Date, the effective date of any such increaseLender, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant subject to the immediately preceding sentence shall constitute an invitation conditions contained herein, prior to each Lender to increase the Commitment Termination Date, agrees that it shall, and on and after the Commitment Termination Date, may in its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitsole discretion, as applicable, by advance an amount equal to its Applicable Percentage the amount of any Loan requested by the Borrower Representative to the Borrowers, or directly to any Municipality related to the Tax Liens pursuant to the Escrow and Security Agreement, as expressly directed by the Borrower Representative. (c) The Lender’s advance of a Loan shall be made available to the Borrowers, subject to the fulfillment of the requested increase amount. Each Lenderapplicable conditions set forth in Article IV, acting in its sole discretion and with no obligation at or prior to increase its Tranche A Committed Loan Limit 5:30 p.m. on the applicable Funding Date, by deposit of immediately available funds to the account of the Borrowers or its Tranche B Committed Loan Limit directly to the account(s) of any Municipality related to the applicable Tax Liens pursuant to this Sectionthe Escrow and Security Agreement, as directed in the Funding Request. If the Lender either (i) fails to make any requested Loan as of such time on the applicable Funding Date or (ii) intends not to make any funds available for any requested Loan, the Lender shall by written notice promptly notify the Borrower Representative of such failure or intention. (d) In no event shall: (i) the Lender be required on any date to fund a Principal Amount that would cause the Note Balance, determined after giving effect to such funding, to exceed the lesser of (A) the Commitment Amount and (B) the Borrowing Base (determined after giving effect to the Borrower requested Loan and the Agent advise addition of the Borrower and Agent whether related Eligible Tax Liens); (ii) more than one Loan be funded on any Business Day; or (iii) the Lender be required to fund any Loan on or not such Lender agrees after the Commitment Termination Date, unless extended pursuant to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall Section 2.3. (e) Amounts repaid under this Agreement may be delivered to the Agent and the Borrower no fewer than five (5) Business Days re-borrowed prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Termination Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject The Borrower shall request the initial Borrowing by delivering a notice (a "NOTICE OF BORROWING") to the terms and conditions of this Agreement, Administrative Agent no later than 12:00 noon (New York City time) on the Closing Date. The Administrative Agent shall give each Lender prompt notice of such Notice of Borrowing. Such Notice of Borrowing shall be in substantially the form of Exhibit A and shall specify the requested (i) date of such Borrowing, and (ii) amount of such Borrowing. The initial Borrowing shall be ABR Loans. Each proposed Borrowing shall conform to the requirements of Sections 3.03 and 3.04. (b) Each Lender shall, before 2:00 p.m. (New York City time) on the date of such Borrowing, make Loans available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's offices at 2 Penns Way, Suite 200, New Castle, DE 19270, in same day funds, such ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇ the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. (c) If and to the extent that any Lender (a "NON-PERFORMING LENDER") shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender's Percentage of any Borrowing, the non-performing Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to timeLoans made in connection with such Borrowing and (ii) in the case of such Lender, on any Business Day during Availability Period, in an aggregate amount equal the Federal Funds Effective Rate. If a non-performing Lender shall repay to the product of Administrative Agent such corresponding amount in full (with interest as above provided), (x) the aggregate Administrative Agent shall apply such corresponding amount requested by and interest to the repayment to the Administrative Agent (or repayment of Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender repaid shall be deemed to constitute such Lender's Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Loans made as part of such Borrowing, and such Lender shall forthwith cease to be deemed a non-performing Lender; if and so long as such non-performing Lender shall not repay such amount, and unless and until an Eligible Assignee shall have rejected assumed and performed the Borrower’s obligations of such non-performing Lender, all computations by the Administrative Agent of Percentages, Commitments and payments hereunder shall be made without regard to the Commitment, or outstanding Loans, of such non-performing Lender, and any amounts paid to the Administrative Agent for the account of such non-performing Lender shall be held by the Administrative Agent in trust for such non-performing Lender in a non-interest-bearing special purpose account. Nothing herein shall in any way limit, waive or otherwise reduce any claims that any party hereto may have against any non-performing Lender. The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (d) Any Lender may request for an increase that Loans made by it be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Promissory Note and interest thereon shall at all times (including after assignment pursuant to Section 11.07) be represented by one or more Promissory Notes in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or form payable to the Tranche B Committed Loan Limit in full. Promptly following the conclusion order of the Increase Approval Periodpayee named therein (or, the Agent shall notify the Borrower of the results of if such request to the Lenders. If the Agent and any Increasing Lender (which mustPromissory Note is a registered note, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in payee and its sole discretionregistered assigns), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, the Lender agrees to make loans (each Lender shall make Loans such loan, a “Revolving Loan”) to the Borrower Borrowers in Dollars or in one or more Alternative Currencies from time to time, time on any Business Day during the Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, however, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanBorrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not in any event exceed such Lender’s Committed Loan Limit, the Revolving Commitment and (ii) the Tranche A Principal aggregate Outstanding Amount (after giving effect of all Revolving Loans made to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does Designated Borrowers shall not exceed the Tranche B Committed Loan Limit Designated Borrower Sublimit. Within the limits of the Revolving Commitment, and (iv) each subject to the other condition set forth terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein, or may be made pursuant to an Autoborrow Agreement as contemplated in Article V (Conditions Precedent Section 2.02(d). The Company shall have the right, upon at least ten Business Days’ prior written notice to Loans) shall be satisfied. (b) The Borrower may the Lender, to request an increase to the Revolving Commitment by up to $25,000,000 in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of in one or more increases, at any such request to each of the Lenders), no later than twelve (12) Business Days time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the Lender shall have consented to such increase and shall have received all necessary internal approvals; (ii) no Default shall have occurred and be continuing on the date on which such increase is requested to become effective; (iii) the representations and warranties set forth in Article VI shall be made effective true and correct on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and (iv) the effective date Lender shall have received all documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Lender. In the event that the Lender is not able to provide any such increase, a “Commitment Increase Date”); provided the Company may seek to obtain such increase from another bank that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant would qualify as Eligible Assignee and is reasonably acceptable to the immediately preceding sentence Lender. Such institution shall constitute an invitation to each Lender to increase execute and deliver such documentation evidencing its Tranche A Committed Loan Limit and/or commitment and its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting obligations under this Agreement in its sole discretion form and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice substance acceptable to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower Lender and the Agent Loan Parties shall enter into an amendment to this Agreement as is necessary to accommodate multiple lenders in connection accordance with such increasethe Lender’s legal, operational and administrative requirements.

Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Bank’s Revolving Percentage of the L/C Obligations then outstanding does not exceed the Commitment of such Bank as in effect from time to time. Subject to the terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow the amount of the Commitments, and may Convert Loans of one Type into Loans of another Type (as provided in Section 2.10) or Continue Loans of one Type as Loans of the same Type (as provided in Section 2.10); provided that no more than eight separate Borrowings in respect of Term Benchmark Loans and RFR Loans from each Lender shall make Loans to the Borrower from time to Bank may be outstanding at any one time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower Commitment Termination Date may be extended annually, in the manner set forth in this Section 2.01(b), in each case for a period of one year measured from the Commitment Termination Date then in effect (each such extension an “Extension”), provided that there shall be no more than two Extensions, such that the Commitment Termination Date shall be no later than April 25, 2032. If the Company wishes to request an increase in extension of the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Commitment Termination Date, it shall give notice to that effect to the Administrative Agent (at any time and from time to time after the first anniversary of the Effective Date and not less than 30 days prior to the Commitment Termination Date then in effect. The Administrative Agent shall promptly distribute notify each Bank of receipt of such request. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Bank), by notice to the Company and the Administrative Agent within 21 days of receipt of such request. Subject to the execution by the Company, the Administrative Agent and such Bank of a copy duly completed Extension Agreement, the Commitment Termination Date applicable to the Commitment of each Bank so affirmatively notifying the Company and the Administrative Agent shall be extended for the period specified above; provided that (x) no Commitment Termination Date of any such request to each Bank shall be extended unless Banks having more than 50% in aggregate amount of the Lenders), no later than twelve (12) Business Days prior to Commitments in effect at the date that time any such increase extension is requested shall have elected so to be made effective extend their Commitments, (y) on the effective date of any such increaseextension of the Commitment Termination Date, a “Commitment Increase Date”); each of the representations and warranties made by the Company herein shall be true and correct in all material respects, on and as of such date as if made on and as of such date (provided that each Commitment Increase Date must occur on the last Business Day any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of a calendar quarter. Each request by the Borrower pursuant such date), except to the immediately preceding sentence extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall constitute an invitation have been true and correct in all material respects as of such earlier date (provided that any such representation and warranty that is qualified as to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, “materiality” or “Material Adverse Effect” shall be true and correct in all respects as applicable, by an amount equal to its Applicable Percentage of the requested increase amountsuch earlier date) and (z) no Commitment Termination Date of any Bank shall be extended if a Default or Event of Default shall have occurred and be continuing. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written Any Bank which does not give such notice to the Borrower Company and the Administrative Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected elected not to extend as requested, and the BorrowerCommitment of each non-extending Bank (and the obligations of any Issuing Lender that does not agree to extend in its capacity as an Issuing Lender) shall terminate on the Commitment Termination Date determined without giving effect to such requested extension. The Company, at its discretion, will have the right at any time pursuant to Section 2.01(c) to seek a substitute bank or banks for any Bank which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Banks, but on the Commitment Termination Date as applicable to any non-extending Bank, the L/C Obligations of such non-extending Bank shall be ratably reallocated, to the extent of the Available Revolving Commitments of the extending Banks to the extending Banks and the Company shall cash collateralize, on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, the balance of such L/C Obligations. (c) In connection with any request pursuant to Section 2.01(b) (an “Extension Request”) if the consent of a Bank is not obtained (any Bank whose consent is not obtained being referred to as a “Non-Consenting Bank”), at the Company’s request request, any assignee that is reasonably acceptable to the Administrative Agent (and that is not a Non-Consenting Bank) shall have the right, with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), to purchase from such Non-Consenting Bank, and such Non-Consenting Bank agrees that it shall, upon the Company’s request, sell and assign to such assignee, at no expense to such Non-Consenting Bank (including with respect to any processing and recordation fees that may be applicable pursuant to Section 11.05(b), which shall be paid by the assignee or the Company), all of such Non-Consenting Bank’s right, title and interest under this Agreement and the other Loan Documents for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request amount equal to the Lenders. If principal balance of all Loans (and unreimbursed L/C Obligations) held by such Non-Consenting Bank and all accrued interest, fees and other amounts with respect thereto through the Agent date of sale (including amounts under Section 4 and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionSection 5), such increase will purchase and sale to be effective as of the relevant Commitment Increase Date, consummated pursuant to an executed Assignment and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit Assumption in accordance with Section 11.05 (which Assignment and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any Assumption need not be signed by such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseNon-Consenting Bank).

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein and in Amendment No. 1,2, each (i) eachthe Additional Term A-23 Lender shall agrees to make Loans a Term A-23 Loan to the Borrower from time on the FirstSecond Amendment Effective Date in Dollars in a principal amount not to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed its Additional Term A-23 Loan LimitCommitment, (ii) the Tranche each Converting Consenting Term A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept have all of its Applicable Percentage of outstanding Existing Term A Loans (or such increase, a portion of lesser amount as allocated to such increase, or decline to accept any of such increase in its Tranche Converting Consenting Term A Committed Loan Limit or Lender by the Tranche B Committed Loan LimitAdministrative Agent, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed determined by the Borrower and the Administrative Agent in connection with their sole discretion, and notified to such increaseConverting Consenting Term A Lender prior to the date of the First Amendment) converted to an equivalent principal amount of Term A-23 Loans effective as of the FirstSecond Amendment Effective Date and (iii) each Non-Converting Consenting Term ARevolving Lender agrees to have all of its outstanding Existing Term A Loans prepaid and will purchase by assignment from the Additional Term Lender Term A-2 Loans in a principal amount equal to the principal amount of such Existing Term A Loans (or such lesser amount as allocated to such Non-Converting Consenting Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion, and notified to such Converting Consenting Term A Lender prior to the date of the First Amendment)Revolving Loans converted to an equivalent principal amount of Term A-3 Loans effective as of the Second Amendment Effective Date. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Term A-23 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Tranche A Lender shall severally agrees to make Tranche A Loans to the Borrower from time to timeAuna Mexico, on any Business Day during Availability Periodthe Closing Date, in an aggregate principal amount equal not to exceed the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan LimitCommitment, (iii) the each Tranche B Principal Outstanding Amount (after giving effect Lender severally agrees to any Loan) make Tranche B Loans to Auna and Auna Mexico, on the Closing Date, in an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇’s Tranche B Commitment and each Incremental Lender (during the Incremental Availability Period) severally agrees to make Incremental Loans does not exceed to Auna Mexico on the Tranche B Committed applicable Incremental Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedDisbursement Date. (b) The Borrower total amount of Commitments of Tranche A Loans and Tranche B Loans shall not exceed U.S.$550,000,000 (or its equivalent in MXP based on the FX Rate), which Commitments shall consist of: (i) Tranche A Commitments in an aggregate amount not less than the equivalent in MXP of U.S.$300,000,000, to be made available in cash in immediately available Mexican Pesos in accordance with this Agreement and a funds flow memorandum dated on the Closing Date (the “Funds Flow Memorandum”), subject to the satisfaction of the conditions precedent set forth in Article IV; (ii) Tranche B-1 Commitments in an aggregate amount of U.S.$0 to be made available in cash in immediately available Dollars in accordance with this Agreement and the Funds Flow Memorandum, subject to the satisfaction of the conditions precedent set forth in Article IV; and (iii) Tranche B-2 Commitments in an aggregate amount of U.S.$250,000,000 to be made available in cash in immediately available Dollars in accordance with this Agreement and the Funds Flow Memorandum, subject to the satisfaction of the conditions precedent set forth in Article IV. (c) Any time an Incremental Commitment is made and accepted pursuant to Section 2.14, the amount of such Incremental Commitment shall not exceed the then Outstanding Amount of Tranche B-2 Loans (or its MXP Equivalent). (d) This Agreement is not a revolving credit agreement. Amounts repaid or prepaid on account of the Loans may request not be re-borrowed. (e) Each Lender at its option may make any Loan by causing any domestic or foreign Lending Office of such Lender to make such Loan; provided, however, that the exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement; provided, further, that no Lender shall exercise such option if it would result, at the time of exercising such option, in an increase in the aggregate Tranche A Committed Loan Limits and/or amount that the aggregate Tranche B Committed Loan Limits by delivering a written request for Borrowers will be obligated to pay to such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower Lender pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”Section 3.01(b). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (aA) Subject Revolving Loan. Each Lender, severally, agrees to the terms and conditions of this Agreement, each Lender shall make Loans lend to the Borrower from time to time, on any Business Day during Availability Period, in an time its Pro Rata Share of each advance under the Revolving Loan Commitment. The aggregate amount equal of the Revolving Loan Commitment shall not exceed at any time $100,000,000, as reduced by Section 2.4(C). Amounts borrowed under this Section 2.1(A) may be repaid and reborrowed at any time prior to the product earlier of (x1) the aggregate amount requested by termination of the Borrower and Revolving Loan Commitment pursuant to Section 7.3 or (y2) such Lender’s Applicable Percentagethe Termination Date. Except as otherwise provided herein, by making immediately available funds available no Lender shall have any obligation to make a Revolving Advance to the Agent (or an account designated by extent such Revolving Advance would cause the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans Revolving Loan (after giving effect to any immediate application of the proceeds thereof) to exceed the Maximum Revolving Loan Amount. (B) [Reserved.] (C) [Reserved.] (D) Borrowing Mechanics. (1) LIBOR Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. (2) On any day when a Borrower desires a Revolving Advance under this Section 2.1, Borrowing Agent shall give Agent written or telephonic notice of the proposed borrowing by 11:00 a.m. New York time on the Funding Date of a Base Rate Loan and three (3) Business Days in advance of the Funding Date of a LIBOR Loan) , which notice shall not in specify the proposed Funding Date (which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, and, for LIBOR Loans, the Interest Period applicable thereto. Any such telephonic notice shall be confirmed with a Notice of Borrowing on the same day as such request. Neither Agent nor Lender shall incur any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect liability to any Loan) Borrower for acting upon any telephonic notice or a Notice of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect Borrowing which Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of any Borrower or for otherwise acting in good faith under this Section 2.1(C). Neither Agent nor Lender will be required to make any advance pursuant to any Loan) telephonic or written notice or a Notice of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed Borrowing, unless all of the Tranche B Committed Loan Limit terms and (iv) each other condition conditions set forth in Article V (Conditions Precedent Section 3 have been satisfied and Agent has also received the most recent Borrowing Base Certificate and all other documents, to Loans) the extent required under Section 5.1(E), by 11:00 a.m. New York time on the date of such funding request. Each Advance shall be satisfied. (b) deposited by wire transfer in immediately available funds in such account as Borrowing Agent may from time to time designate to Agent in writing. The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy becoming due of any such request amount required to each be paid under this Agreement or any of the Lenders)other Loan Documents as principal, no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date Lender Letter of any such increaseCredit reimbursement obligation, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitaccrued interest, as applicablefees, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all compensation or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender other amounts shall be deemed irrevocably to have rejected the Borrower’s be an automatic request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion by Borrowing Agent on behalf of the Increase Approval PeriodBorrowers for a Revolving Advance, which shall be a Base Rate Loan on the Agent shall notify due date of, and in the Borrower of the results of such request amount required to the Lenders. If the Agent pay (as set forth on Agent’s books and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionrecords), such increase will be effective as principal, Lender Letter of the relevant Commitment Increase DateCredit reimbursement obligation, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limitaccrued interest, as applicablefees, compensation or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseother amounts.

Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (ai) Subject the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the terms Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and conditions prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of this Agreement, each Lender shall make Loans the Revolving Loan Commitments pursuant to the Borrower from time to timelast paragraph of Section 11), on any Business Day during Availability Period, in an aggregate amount equal to the product of provided that (x) all interest payable on the aggregate amount requested by Swingline Loans shall be for the Borrower account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) such Lender’s Applicable Percentage, by making immediately available funds available to at the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount time any purchase of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit participations pursuant to this Sectionsentence is actually made, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such purchasing RL Lender shall be deemed required to have rejected pay the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or Swingline Lender interest on the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum principal amount of USD 1,000,000participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and shall be conditioned on at the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseinterest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Loans. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, each Lender shall Laurus may make Loans loans (the "LOANS") to the Borrower Companies from time to time, on any Business Day time during Availability Periodthe Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "RESERVES") and (y) an aggregate amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "FORMULA AMOUNT." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional US$1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the "TRANSFERABLE AMOUNT") to the extent that the outstanding balance on the Revolving Note should equal or exceed US$50,000, that portion of the balance of the Revolving Note that exceeds US$50,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing Note (the "NEXT UNISSUED SERIALIZED NOTE"); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the product Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (and the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount equal to the Minimum Borrowing Amount as a result of the issuance of such new serialized Minimum Borrowing Note). (xii) Notwithstanding the aggregate amount limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Borrower Companies. (iv) Subject to applicable laws, if any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and (y) such Lender’s Applicable Percentage, by making immediately available funds available Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as such Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or an account designated by items to which objection is made. (vii) During the Agent) Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (bviii) The Borrower may request an increase in If any Eligible Account is not paid by the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent Account Debtor within ninety (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (1290) Business Days prior to days after the date that such increase is requested Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to be any Eligible Account, (a "DELINQUENT ACCOUNT"), the Companies shall jointly and severally (i) reimburse Laurus for the amount of the Loans made effective (the effective date of any with respect to such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute Delinquent Account plus an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by adjustment fee in an amount equal to its Applicable Percentage one-half of one percent (0.50%) of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion gross face amount of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that Eligible Account or (ii) immediately replace such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, Delinquent Account with an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseotherwise Eligible Account.

Loans. (a) Subject to the terms and conditions of this Agreementhereof, each Lender shall make Loans holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate principal amount equal not to exceed the product of (x) the aggregate amount requested by the Borrower and (y) set forth opposite such Lender’s Applicable Percentagename in Schedule A under the heading “Initial Term Loan Commitment”, by making immediately available funds available as such amount may be adjusted or reduced pursuant to the Agent terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an account designated by aggregate principal amount which does not exceed the AgentInitial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof; provided, that each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the Principal Outstanding Amount option of such ▇▇▇▇▇▇’s the Borrower, be incurred and maintained as, and/or converted into, ABR Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, or Eurodollar Loans; and (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of shall be made by each such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans Lender in an aggregate principal amount which does not exceed the Tranche B Committed Initial Term Loan Limit and Commitment of such Lender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (ivafter giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. #88946885v8 (c) each other condition Subject to the conditions set forth in Article V the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (Conditions Precedent each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be satisfiedmade by each such Lender in an aggregate principal amount which does not exceed the Tranche B Delayed Draw Commitment of such Lender. Once repaid, Tranche B Delayed Draw Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (bd) The Borrower may request an increase Subject to the conditions set forth in the aggregate Tranche A Committed Loan Limits and/or First Incremental Amendment and in accordance with the aggregate terms hereof, each Tranche B Committed Loan Limits by delivering Refinancing Term Lender severally agrees to make, in Dollars, in a written request for single draw on the First Incremental Amendment Effective Date, one or more term loans (each such increase term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Agent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: (and i) except as hereinafter provided, shall, at the Agent shall promptly distribute a copy of any such request to each option of the LendersBorrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Refinancing Term Loan Commitment of such Lender. Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), no later than twelve the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. #88946885v8 (12e) Business Days prior Subject to the date that conditions set forth in the Third Amendment and in accordance with the terms hereof, each Tranche C Term Lender severally agrees to make, in Dollars, in a single draw on the Third Amendment Closing Date one or more term loans (each such increase is requested to be term loan made effective (on the effective date of any such increaseThird Amendment Closing Date, a “Commitment Increase DateTranche C Term Loan”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by ) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-2 under the heading “Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the immediately preceding sentence terms hereof, which Tranche C Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall constitute be made by each such Lender in an invitation aggregate principal amount which does not exceed the Tranche C Term Loan Commitment of such Lender. Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to the incurrence of Tranche C Term Loans on such date), the Tranche C Term Loan Commitment of each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseterminate.

Loans. (a) Subject solely to the terms and conditions satisfaction (or waiver in accordance with Section 10.01) of this Agreement, the Funding Conditions: (i) each Term A-2 Lender shall severally agrees to make Loans a loan to the Borrower from time to time, in Dollars in a single drawing on any Business Day during Availability Periodthe Funding Date, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agenti) in accordance with its Applicable Commitment Percentage of the terms hereof; provided, that (i) Term A-2 Facility on the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, Funding Date and (ii) the Tranche A Principal Outstanding Amount (after giving effect not to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, Term A-2 Commitment (iii) the Tranche B Principal Outstanding Amount (after prior to giving effect to any Loanthe making of such loan), (ii) each Term A-3 Lender severally agrees to make a loan to the Borrower in Dollars in a single drawing on the Funding Date, in an aggregate amount (i) in accordance with its Applicable Commitment Percentage of the Term A-3 Facility on the Funding Date and (ii) not to exceed such ▇▇▇▇▇▇’s Tranche B Loans does not exceed Term A-3 Commitment (prior to giving effect to the Tranche B Committed Loan Limit and making of such loan), and (iviii) each other condition set forth in Article V (Conditions Precedent Term A-5 Lender severally agrees to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering make a written request for such increase loan to the Agent (and the Agent shall promptly distribute Borrower in Dollars in a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur single drawing on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute Funding Date, in an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an aggregate amount equal to (i) in accordance with its Applicable Commitment Percentage of the requested increase amount. Each Lender, acting in its sole discretion Term A-5 Facility on the Funding Date and with no obligation (ii) not to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or Term A-5 Commitment (prior to giving effect to the Tranche B Committed Loan Limit in full. Promptly following making of such loan). (b) Any Person may, at the conclusion election of the Increase Approval Period, the Agent shall notify Borrower upon notice by the Borrower of the results of such request to the Lenders. If the Administrative Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionemail being sufficient), become a Lender hereunder by delivering an executed counterpart to this Agreement on or prior to the date that is fifteen (15) Business Days after the Funding Date (each such increase will be effective as of the relevant Commitment Increase DatePerson, a “Joining Lender”, and the date of any such joinder, a “Joinder Date”); provided, the identity of such Person shall be reasonably satisfactory to the Administrative Agent will deliver (not to be unreasonably withheld, conditioned or delayed). Upon becoming a written confirmation Joining Lender, such Joining Lender severally agrees to make a Term A-2 Loan, a Term A-3 Loan and a Term A-5 Loan to the Borrower specifying in Dollars, each in a single drawing on the new Tranche A Committed applicable Joinder Date, in an aggregate amount (for all Joining Lenders) not to exceed $2,000,000,000 (allocated among the Facilities as mutually agreed between the Borrower and the Joining Lenders) (the “Joinder Increase”). In furtherance of the foregoing, the Borrower, the Lenders and the Joining Lender hereby agree that: (i) each of the Term A-2 Loan, Term A-3 Loan Limit and Tranche B Committed Term A-5 Loan Limitprovided by the Joining Lender on the applicable Joinder Date shall constitute a single class with, and shall have terms and conditions identical to (including as to the Type (or Types), Term SOFR and initial Interest Period (or initial Interest Periods), but other than with respect to fees), the Term A-2 Loans, Term A-3 Loans and Term A-5 Loans, respectively initially borrowed on the Funding Date, with interest on such Loans of such Joining Lender accruing from and after such Joinder Date, (ii) each of the Term A-2 Loan, Term A-3 Loan and Term A-5 Loan provided by the Joining Lender on the applicable Joinder Date are intended to be fungible (for tax purposes and otherwise) with all other Term A-2 Loans, Term A-3 Loans and Term A-5 Loans, respectively, borrowed on the Funding Date, and (iii) immediately upon the effectiveness of a Joinder Increase, (a) each Joining Lender shall be a “Term A-2 Lender”, “Term A-3 Lender” and/or “Term A-5 Lender”, as applicable, or each Increasing and a “Lender. Any such increase in ” for all purposes of the Tranche A Committed Credit Agreement and the other Loan Limit and/or the Tranche B Committed Loan Limit Documents, shall be in a minimum amount of USD 1,000,000, subject to and bound by the terms hereof and thereof and shall be conditioned perform all of the obligations and have all of the rights of a Lender hereunder and thereunder and (b) the Term A-2 Loan, Term A-3 Loan and Term A-5 Loan provided by the Joining Lender on the payment by applicable Joinder Date shall constitute “Term A-2 Loans”, “Term A-3 Loans” and “Term A-5 Loans”, respectively, for all purposes of the Borrower Credit Agreement and the other Loan Documents. Notwithstanding the foregoing and for the avoidance of any fee agreed by doubt, the Borrower and ▇▇▇▇▇▇▇ hereby agree that neither the Agent in connection with such increaseconsummation of a Joinder Increase nor the establishment of commitments therefor shall constitute a condition precedent to the occurrence of the Effective Date or the Funding Date. (c) Amounts borrowed under this Section 2.01 and paid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

Loans. (a) Subject to and in reliance upon the terms terms, conditions, representations, and conditions of this Agreementwarranties in the Loan Documents, each Lender shall severally, but not jointly, agrees to make Loans loans (each such Loan a "Committed Loan") to the Borrower from time to time, time on any Business Day during the period from the Closing Date to the Maturity Date (the "Availability Period"), in an aggregate amount equal not to exceed at any time outstanding the product amount of such Lender's Pro Rata Share of one or more Committed Borrowings under (xi) the aggregate amount requested by the Borrower Acquisition Subfacility (further described in Section 2.01(b) below), and (yii) such Lender’s Applicable Percentage, by making immediately available funds available the Working Capital/Distribution Subfacility (further described in Section 2.01(c) below). Such Committed Borrowings may be repaid and reborrowed from time to the Agent (or an account designated by the Agent) time in accordance with the terms hereofand provisions of the Loan Documents; providedprovided that, that (i) each such Committed Borrowing must occur on a Business Day and no later than the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) Business Day immediately preceding the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedMaturity Date. (b) The Committed Loans under the Acquisition Subfacility shall be available to Borrower may request an increase for the purposes set forth in Section 6.12(a). After giving effect to any Committed Borrowing under the Acquisition Subfacility, the aggregate Tranche A Outstanding Amount of all Committed Loan Limits and/or Loans under the Acquisition Subfacility shall not exceed the Acquisition Subfacility Commitment then in effect. (c) Committed Loans under the Working Capital/Distribution Subfacility shall be available to Borrower for the purposes set forth in Section 6.12(b); provided, however, Committed Borrowings under the Working Capital/Distribution Subfacility will be available to fund not more than $2,500,000 in Distribution Loans in any four (4) consecutive fiscal quarters. After giving effect to any Committed Borrowing under the Working Capital/Distribution Subfacility, the aggregate Tranche B Outstanding Amount of all Committed Loan Limits by delivering a written request for such increase to Loans, Swing Line Loans, and L/C Obligations under the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender Working Capital/Distribution Subfacility shall not have responded affirmatively within exceed the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase Working Capital/Distribution Subfacility Commitment then in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseeffect.

Loans. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, each Revolving Lender shall hereby agrees to make Loans advances to or on behalf of the Borrower (individually, a “Revolving Loan” and collectively the “Revolving Loans”) from time to time, time on any Business Day date (each such date on which a Loan is made, an “Loan Date”) during Availability the period from the Effective Date to the end of the Revolving Period. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(e). (b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date, in each case, in an aggregate principal amount equal at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the product of (x) the aggregate amount requested total Term Commitment at such time. The Eligible Currency Loans shall be made solely by the Borrower Multicurrency Lenders and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated Dollar Loans shall be made solely by the Agent) Dollar Lenders, in each case in accordance with the terms hereof; providedSection 2.2(e). (c) Under no circumstances shall any Lender make a Revolving Loan if, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to such Loan and any Loanpurchase of Eligible Collateral Obligations in connection therewith, (i) shall not in any event exceed such Lender’s Committed Loan Limitan Unmatured Event of Default or an Event of Default would exist, (ii) the Tranche A Principal Outstanding Amount (if immediately after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitthereto, a Borrowing Base Deficiency would exist, (iii) the Tranche B Principal Outstanding Amount Loans outstanding (after giving effect to any Loanusing the Applicable Conversion Rate) of such ▇▇▇▇▇▇’s Tranche B Loans does not would exceed the Tranche B Committed Loan Limit and Facility Amount, or (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed case of a Loan Limits and/or denominated in an Eligible Currency other than Dollars, the aggregate Tranche B Committed Foreign Currency Loan Limits by delivering a written request for Amount would exceed the Foreign Currency Sublimit on such increase day. Subject to the Agent (and terms of this Agreement, during the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Revolving Period, the Agent shall notify the Borrower of the results of such request may borrow, reborrow, repay and prepay (subject to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lenderprovisions of Section 2.4) agrees to such increase (such agreement to be granted one or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasemore Revolving Loans.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving Lender shall severally agrees to make Loans loans (each such loan, a “Revolving Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount equal not to exceed at any time outstanding the product lesser of (x) the aggregate amount requested by the Borrower and of such Revolving Lender’s Revolving Commitment, or (y) such Lender’s Revolving Credit Facility Applicable Percentage, by making immediately available funds available Percentage of the Revolving Loan Cap; subject in each case to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that following limitations: (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) Revolving Borrowing, the Total Revolving Outstandings shall not in any event exceed such Lender’s Committed the Revolving Loan Limit, Cap, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) Revolving Borrowing, the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such ▇▇▇▇▇▇Revolving Lender’s Tranche A Loans does Revolving Credit Facility Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such ▇▇▇▇▇▇Revolving Lender’s Tranche A Committed Loan LimitRevolving Commitment, and (iii) the Tranche B Principal The Outstanding Amount (after giving effect to of all L/C Obligations shall not at any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not time exceed the Tranche B Committed Loan Limit Letter of Credit Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, and (iv) each subject to the other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedterms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.04, and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions set forth herein, each Tranche A Term Lender severally agrees to make a loan (collectively, the “Tranche A Term Loan”) to the Borrower on the First Amendment Effective Date in an aggregate principal amount equal to such Tranche A Term Lender’s Tranche A Term Loan Commitment in immediately available funds in accordance with instructions provided by the Borrower. The Borrower may request an increase in aggregate amount of the Tranche A Term Loan shall not exceed the aggregate Tranche A Committed Term Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseCommitments.

Loans. (a) Subject Upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make Loans to the Borrower denominated in Dollars or Alternate Currencies, from time to time on any one or more Business Days during the period from the Closing Date to the Maturity Date, up to an aggregate Dollar Equivalent Value of the principal amount of Loans not exceeding at any one time outstanding the amount set opposite such Bank's name on the signature pages hereof as such Bank's Commitment (such amount, as it may be reduced from time to time pursuant to Section 4.7 and Section 13.10 being such Bank's "Commitment"); provided, however, that after giving effect to any Loan, in no event shall the Dollar Equivalent Value of the outstanding amount of all Loans of all Banks made hereunder to the Borrower plus the Dollar Equivalent Value of the Letter of Credit Outstandings at such time exceed the Commitments of all the Banks. Within such limits and during such period and subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to timemay borrow, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower repay and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedreborrow hereunder. (b) The Borrower may request an increase in understands and agrees that the aggregate Tranche A Committed Loan Limits and/or Existing Credit Agreement shall terminate, without necessity of further act of the aggregate Tranche B Committed Loan Limits parties, upon execution of this Agreement by delivering a written request for such increase the Borrower. The Borrower confirms and acknowledges its obligations to pay on the Closing Date all amounts outstanding under the Existing Credit Agreement, and the Borrower covenants and each other party hereto acknowledges and agrees that proceeds of the initial borrowings under this Agreement shall be used to pay all principal and accrued interest (if any) and all other amounts outstanding under the Existing Credit Agreement. (c) The Borrower shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank, a promissory note (each, as the same may be amended, modified or extended from time to time, a "Note"), which shall be (i) dated the Closing Date; (ii) in the principal amount of such Bank's Commitment; and (iii) in substantially the form attached hereto as Exhibit A, with the blanks appropriately filled. The outstanding principal balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Section 3, payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of such Note. (d) In the case of a proposed borrowing comprised of Eurodollar Loans, the Agent shall promptly distribute a copy of any such request to notify each Bank of the Lenders)applicable interest rate under Section 3. 1. In the case of all borrowings, no later than twelve each Bank shall, before 12:00 Noon (12Dallas time) Business Days prior on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in immediately available funds, and in the requested currency, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Borrowing Date the Agent shall make the borrowing available to the Borrower at its Domestic Lending Office in immediately available funds and in the requested currency. Each Bank may, at its option, post on a schedule attached to its Note (x) the date and principal amount of each Loan made under such Note; (y) the rate of interest each such Loan will bear; and (z) each payment of principal thereon; provided, however, that any failure of such Bank to so mark ▇▇▇h Note shall not affect the Borrower's obligations thereunder; and provided further that such increase is requested Bank's records as to such matters shall be controlling, absent manifest error, whether or not such Bank has so marked such Note. Any deposit to the Borrower's demand deposit account by the Agent pursuant to a request (whether written or oral) believed by the Agent to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each an authorized request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed for a Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender hereunder shall be deemed to have rejected be a Loan hereunder for all purposes with the Borrower’s request for an increase same effect as if the Borrower had in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, fact requested the Agent shall notify the Borrower of the results of to make such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseLoan.

Loans. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender shall severally agrees to make Loans loans to the Borrower Borrowers in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, on any Business Day PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to make loans to the Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during Availability Period, the Commitment Period in an aggregate principal amount equal at any one time outstanding up to but not exceeding the product amount of (x) the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans, exceed the aggregate amount requested by of the Borrower US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to make loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time and (yiv) such Lender’s Applicable Percentage, by making immediately available funds available each Canadian Lender severally agrees to make C$ Loans to the Agent (or an account designated by Canadian Borrower in Canadian Dollars during the Agent) Commitment Period in accordance with the terms and provisions of Annex A hereto. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow, repay and reborrow the US$ Loans, the US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and may convert such Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof; provided) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s all Multi-Currency Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A other than Dollar-denominated Multi-Currency Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedmade, maintained and continued as Eurocurrency Loans. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject Each Loan has been or shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the terms and conditions failure of this Agreement, each any other Lender to make any Loan required to be made by such other Lender). (b) Each Lender shall make Loans each Loan to be made by it hereunder on the Borrower from time proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m., New York City time, on any Business Day during Availability Periodsuch date or such later time as the Administrative Agent agrees to, in an aggregate amount equal and the Administrative Agent shall promptly credit the amounts so received to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) Borrower in accordance with the terms hereof; providedapplicable Borrowing Request or, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) if a Borrowing shall not in occur on such date because any event exceed such Lender’s Committed Loan Limitcondition precedent herein specified shall not have been met, (ii) return the Tranche A Principal Outstanding Amount (after giving effect amounts so received to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedrespective Lenders. (bc) The Borrower may request an increase in Unless the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Administrative Agent shall promptly distribute have received notice from a copy of any such request to each of the Lenders), no later than twelve (12) Business Days Lender prior to the date of any Borrowing that such increase is requested Lender will not make available to be the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made effective (such portion available to the effective Administrative Agent on the date of any such increaseBorrowing in accordance with paragraph (b) above and the Administrative Agent may, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitin reliance upon such assumption, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower and on such date a corresponding amount. If the Administrative Agent advise shall have so made funds available then, to the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided extent that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within made such portion available to the Increase Approval PeriodAdministrative Agent, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify and the Borrower of the results of such request severally agree to repay to the Lenders. If Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to date such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation amount is made available to the Borrower specifying until the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any date such increase amount is repaid to the Administrative Agent at (i) in the Tranche A Committed Loan Limit and/or case of the Tranche B Committed Loan Limit Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, (A) for the first two days following the date such amount is made available to the Borrower, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be in a minimum conclusive absent manifest error) and (B) thereafter, at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of USD 1,000,000, and shall be conditioned on the payment by the Borrower such Borrowing for purposes of any fee agreed by the Borrower and the Agent in connection with such increasethis Agreement.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving A Lender shall severally agrees to make Loans loans (each such loan, a “Revolving A Loan”) to the Borrower Borrowers in Dollars and one or more Alternative Currencies from time to time, time on any Business Day during the Availability Period, Period in an aggregate amount equal not to exceed at any time outstanding the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (Revolving A Commitment; provided, however, that after giving effect to any LoanBorrowing of Revolving A Loans, (i) the Total Revolving Outstandings shall not in any event exceed such Lender’s Committed Loan Limitthe Aggregate Revolving Commitments, (ii) the Tranche aggregate Revolving A Principal Outstanding Amount (after giving effect to Exposure of any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does Lender shall not exceed such ▇▇▇▇▇▇’s Tranche Revolving A Committed Loan LimitCommitment, (iii) the Tranche B Principal aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (after giving effect iv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments. Within the limits of each Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, LIBOR RateTerm SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such loan, a “Revolving B Loan”) to the Borrowers in Dollars from time to time on any Loan) Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s Tranche Revolving B Loans does Commitment; provided, however, that after giving effect to any Borrowing of Revolving B Loans, (i) the Total Revolving Outstandings shall not exceed the Tranche Aggregate Revolving Commitments, (ii) the aggregate Revolving B Committed Loan Limit Exposure of any Lender shall not exceed such Lender’s Revolving B Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments. Within the limits of each Lender’s Revolving B Commitment, and subject to the other condition set forth in Article V (Conditions Precedent to terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving B Loans may be Base Rate Loans or LIBOR RateTerm SOFR Loans) shall be satisfied, or a combination thereof, as further provided herein. (bc) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Subject to the Agent terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (and the Agent shall promptly distribute a copy “Initial Term Loan”) to the Company in Dollars on the Second Amendment Effective Date in an amount not to exceed such Lender’s Initial Term Loan Commitment by (i) continuing some or all of any such request to each its portion of the Lenders), no later than twelve Initial Term Loan (12as defined in this Agreement immediately prior to giving effect to the Second Amendment) Business Days outstanding immediately prior to the date that such increase is requested Second Amendment Effective Date, (ii) exchanging some or all of its portion of the Incremental Term A-1 Loan (as defined in the Incremental Term Loan and Increase Agreement (as defined in this Agreement immediately prior to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant giving effect to the Second Amendment)) outstanding immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”)Second Amendment Effective Date, and/or (iii) advancing additional borrowings of the Initial Term Loan on the Second Amendment Effective Date. Any such Amounts repaid on the Initial Term Loan may not be reborrowed. The Initial Term Loan may consist of Base Rate Loans or LIBOR RateTerm SOFR Loans, or a combination thereof, as further provided herein. CHAR1\▇▇▇▇▇▇▇▇▇ (d) Subject to the terms and conditions set forth herein, each Lender may accept all of severally agrees to make its Applicable Percentage of such increase, a portion of such increase, or decline a term loan (the “Initial Term A-2 Loan”) to accept any of such increase the Canadian Borrower in its Tranche A Committed Loan Limit or Canadian Dollars on the Tranche B Committed Loan Limit, as applicable (each Lender that so elects Second Amendment Effective Date in an amount not to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in exceed such ▇▇▇▇▇▇’s Tranche A Committed Initial Term A-2 Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion Commitment by (i) continuing some or all of its portion of the Increase Approval PeriodIncremental Term A-2 Loan (as defined in this Agreement immediately prior to giving effect to the Second Amendment) outstanding immediately prior to the Second Amendment Effective Date, and/or (ii) advancing additional borrowings of the Initial Term A-2 Loan on the Second Amendment Effective Date. Amounts repaid on the Initial Term A-2 Loan may not be reborrowed. The Initial Term A-2 Loan may consist of Canadian Prime Rate Loans and/or Alternative Currency Term Rate Loans in Canadian Dollars, or a combination thereof, as further provided herein. (e) Subject to the terms and conditions set forth herein, each Term A-3 Lender severally agrees to make its portion of the Term A-3 Loan to the Company in Dollars in one (1) advance on any Business Day during the Term A-3 Loan Availability Period in an aggregate amount not to exceed such Term A-3 Lender’s Term A-3 Loan Commitment. The Borrowing of the Term A-3 Loan shall consist of each portion of the Term A-3 Loan made simultaneously by the Term A-3 Lenders in accordance with their respective Term A-3 Loan Commitments. Amounts repaid on the Term A-3 Loan may not be reborrowed. The Term A-3 Loan may consist of Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided herein. (f) Subject to Section 2.18, on the effective date of any Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make its portion of a term loan (each, an “Incremental Term Loan”) in a single advance to the applicable Borrower in the amount of its respective Incremental Term Loan Commitment for such Incremental Term Loan as set forth in the applicable Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the Agent Outstanding Amount of such Incremental Term Loans shall notify not exceed the Borrower aggregate amount of the results Incremental Term Loan Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of such request the applicable Incremental Term Lenders. Each Incremental Term Loan prepaid or repaid may not be reborrowed. Each Incremental Term Loan may be Base Rate Loans, Canadian Prime Rate Loans, LIBOR RateTerm SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein. (g) The Company shall use commercially reasonable efforts to the Lenders. If extent practicable to allocate Borrowings of Revolving Loans denominated in Dollars such that ratable percentages are outstanding on an approximate basis under the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, Revolving A Commitments and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche Revolving B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseCommitments.

Loans. (a) Subject Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the terms and conditions failure of this Agreement, each any other Lender to make any Loan required to be made by such other Lender). (b) Each Lender shall make Loans each Loan to be made by it hereunder on the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product proposed date thereof by wire transfer of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to such account at such bank as the Administrative Agent may designate not later than 12:00 p.m. (or noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Agent) Borrower in accordance with the terms hereof; providedBorrowing Request or, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) if a Borrowing shall not in occur on such date because any event exceed such Lender’s Committed Loan Limitcondition precedent herein specified shall not have been met, (ii) return the Tranche A Principal Outstanding Amount (after giving effect amounts so received to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedrespective Lenders. (bc) The Borrower may request an increase in Unless the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Administrative Agent shall promptly distribute have received notice from a copy of any such request to each of the Lenders), no later than twelve (12) Business Days Lender prior to the date of any Borrowing that such increase is requested Lender will not make available to be the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made effective (such portion available to the effective Administrative Agent on the date of any such increaseBorrowing in accordance with Section 2.02(b) and the Administrative Agent may, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitin reliance upon such assumption, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice make available to the Borrower and on such date a corresponding amount. If the Administrative Agent advise shall have so made funds available then, to the Borrower and Agent whether or extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender agrees to accept all repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost of overnight or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice short-term funds (which determination shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”conclusive absent manifest error). If any such Lender shall not have responded affirmatively within repay to the Increase Approval PeriodAdministrative Agent such corresponding amount, such Lender amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. Nothing in this Section 2.02(c) shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion relieve any Lender of its obligation to fulfill its commitments hereunder or to prejudice any rights of the Increase Approval Period, Borrower against the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower result of any fee agreed default by the Borrower and the Agent in connection with such increaseLender hereunder.

Loans. (ai) Subject An Authorized Representative shall give the Agent: (1) at least two (2) Business Days’ irrevocable telephonic notice of each Eurodollar Rate Loan (whether representing an additional borrowing or the Continuation of a borrowing hereunder or the Conversion of a borrowing hereunder from a Base Rate Loan to a Eurodollar Rate Loan) prior to 12:00 noon; and (2) irrevocable telephonic notice of each Base Rate Loan (whether representing an additional borrowing hereunder or the Conversion of a borrowing hereunder from a Eurodollar Rate Loan to a Base Rate Loan) prior to 12:00 noon on the day of such proposed Loan. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the borrowing, the Type of Loan (Base Rate or Eurodollar Rate), the date of borrowing (which shall be a Business Day) and, if a Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions, but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 12:00 noon) not later than 1:00 P.M. on the same day as the Agent’s receipt of such notice. (ii) Not later than 10:00 A.M. (in the case of a Eurodollar Rate Loan) or 2:00 P.M. (in the case of a Base Rate Loan) on the date specified for each Loan, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, each Lender shall make Loans be made available to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal by delivery of the proceeds thereof to the product of Borrower’s Account or otherwise as shall be directed in the applicable Borrowing Notice by the Authorized Representative and reasonably acceptable to the Agent. (xiii) the aggregate amount If requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to through the Agent (or an account designated by before 12:00 noon at least four Business Days before the Agent) in accordance with beginning of any Interest Period applicable to a Eurodollar Rate Loan, each Lender will advise the terms hereof; provided, that (i) Agent before 10:00 A.M. three Business Days preceding the Principal Outstanding Amount beginning of such ▇▇▇▇▇▇’s Loans (after giving effect Interest Period as to any Loan) shall not in any event exceed such Lender’s Committed Loan Limitwhether, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by if the Borrower pursuant to the immediately preceding sentence shall constitute selects an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage Interest Period of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit nine or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Periodtwelve months, such Lender expects that deposits in Dollars with a term corresponding to such Interest Period will be available to it two Business Days preceding such Interest Period in the amount and for the duration required to fund the Eurodollar Rate Loan to which such Interest Period would apply. If, but only if, each Lender confirms that it expects such deposits to be available to it on terms acceptable to such Lender, in its own discretion, then the Borrower shall be deemed entitled to have rejected the Borrower’s request select a duration of nine or twelve months for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Interest Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender shall severally agrees to make Loans loans (each such loan, a "Loan") to the Borrower Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof's Commitment; provided, however, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanBorrowing, (i) the Total Outstandings shall not in any event exceed such Lender’s Committed Loan Limitthe Aggregate Commitments, and (ii) the Tranche A Principal aggregate Outstanding Amount (after giving effect to of the Loans of any Loan) Lender, plus such Lender's Applicable Percentage of such ▇▇▇▇▇▇’s Tranche A Loans does the Outstanding Amount of all L/C Obligations, shall not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan LimitLender's Commitment. Within the limits of each Lender's Commitment, (iii) and subject to the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to may be Base Rate Loans or Eurodollar Rate Loans) shall be satisfied, as further provided herein. (b) The Each Borrower may shall have the right to request an increase in that repayment of its Loans outstanding on the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Commitment Termination Date be extended to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective Maturity Date (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on "Term-Out Option") by giving the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by Administrative Agent written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer election not less than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”)Termination Date. Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the The Administrative Agent shall notify the Borrower of the results of promptly forward such request to the Lenders. If Provided that (x) no Default has occurred and is continuing and (y) the Agent conditions of Section 4.02 are satisfied, upon such request by a Borrower, and any Increasing Lender (which must, payment of the fee referred to in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionSection 2.08(c), the payment date of such increase will Borrower's Loans outstanding on the Commitment Termination Date (the "Term-Out Date") shall be effective as of extended to the relevant Commitment Increase Date, Maturity Date and the Administrative Agent will deliver a written confirmation to shall advise the Borrower specifying Borrowers and the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing LenderLenders of such Maturity Date. Any such increase in Loans repaid after the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall Term-Out Date may not be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasereborrowed.

Loans. (a) Subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time, made on any Business Day during Availability Period, Funding Date shall be in an aggregate minimum amount equal of $100,000,000 and integral multiples of $25,000,000 in excess of that amount. Whenever Borrower desires that Lenders make Loans, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 noon (New York time) at least three (3) Business Days in advance of the product proposed Funding Date in the case of (x) a Eurodollar Rate Loan, or on the aggregate amount requested by proposed Funding Date in the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofcase of a Base Rate Loan; provided, however, that if Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than 14-days, one, two, three or six months in duration as provided in subsection 2.2B, the Notice of Borrowing must be received by Administrative Agent not later than 12:00 noon (New York time) four Business Days in advance of the proposed Funding Date, whereupon Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (New York time), three Business Days before the proposed Funding Date, Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period described in the preceding proviso has been consented to by all the Lenders. Each Notice of Borrowing shall specify (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans proposed Funding Date (after giving effect to any Loan) which shall not in any event exceed such Lender’s Committed Loan Limitbe a Business Day), (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) amount of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitrequested, (iii) whether such Loans are to be Base Rate Loans or Eurodollar Rate Loans (it being agreed and understood that Eurodollar Rate Loans may not be borrowed before the Tranche B Principal Outstanding Amount date three (3) Business Days after giving effect to any Loanthe Closing Date) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy case of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is Loans requested to be made effective (as Eurodollar Rate Loans, the effective date initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Borrower may give Administrative Agent telephonic notice by the required time of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to proposed borrowing under this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicablesubsection 2.1B; provided that such notice shall be delivered promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Funding Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject The Borrower shall pay to the terms Revolving Lenders and conditions Term 3 Loan Lenders amounts payable, if any, to such Revolving Lenders and Term 3 Loan Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans or Term 3 Loans, as applicable. Effecting the increase of the Revolving Commitments, Term 3 Loan Commitments or the making of any additional Term Loans under this Agreement, each Lender shall make Loans Section is subject to the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of following conditions precedent: (x) no Default or Event of Default shall be in existence on the aggregate amount effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and accurate in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership or other necessary action taken by the Parent and the Borrower to authorize such increase or additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase or additional Term Loans; (ii) an opinion of counsel to the Parent, the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Borrower Administrative Agent, and (yiii) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated new Notes executed by the Agent) Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments or making additional Term Loans, in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount amount of such ▇L▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan LimitCommitment or Term Loans, (ii) as the Tranche A Principal Outstanding Amount (after giving effect to any Loan) case may be, at the time of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) effectiveness of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an applicable increase in the aggregate Tranche A Committed amount of the Revolving Commitments, Term 3 Loan Limits and/or Commitments or the making of any additional Term Loans. In connection with any increase in the aggregate Tranche B Committed amount of the Revolving Commitments, Term 3 Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy Commitments or making of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit additional Term Loans pursuant to this SectionSection 2.16 any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, shall by written notice provide to the Borrower and the Agent advise the Borrower and Agent whether or not Administrative Agent, its name, address, tax identification number and/or such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, other information as applicable; provided that such notice shall be delivered necessary for the Administrative Agent to the Agent comply with “know your customer” and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increaseAnti-Money Laundering Laws, a portion of such increaseincluding, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Periodwithout limitation, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasePatriot Act.

Loans. (a) Subject Each Interim Loan shall be made as part of a single Borrowing made by the Lenders ratably in accordance with their respective Interim Loan Commitments; provided, however, that the failure of any Lender to make the Interim Loan required to be made by it shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make the Interim Loan required to be made by such other Lender). The Interim Loans comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of €500,000 and not less than €1,000,000 or such other amount as the Administrative Agent may agree. (b) Each Lender may, at its option, make any EURIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms and conditions of this Agreement, each . (c) Each Lender shall make Loans its Interim Loan to be made by it hereunder on the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product Initial Funding Date by wire transfer of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to such account in New York City as the Administrative Agent may designate not later than 12:00 (or noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the AgentBorrower in the Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the Initial Funding Date that such Lender will not make available to the Administrative Agent such Lender’s portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the Initial Funding Date in accordance with paragraph (c) of this Section and the terms hereof; providedAdministrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have made funds available as contemplated in the preceding sentence, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender, severally with the Borrower, agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the Principal Outstanding Amount case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Interim Loans comprising such Borrowing or (ii) in the case of such ▇▇▇▇▇▇’s Loans Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (after giving effect which determination shall be conclusive absent manifest error). If such Lender shall repay to any Loan) the Administrative Agent such corresponding amount, such amount shall not in any event exceed constitute such Lender’s Committed Interim Loan Limit, (ii) as part of the Tranche A Principal Outstanding Amount (after giving effect to any Loan) Borrowing for purposes of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied.this Agreement (be) The Notwithstanding anything in the Agreement to the contrary, upon five Business Days prior notice, the Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase that up to the Agent (and the Agent shall promptly distribute a copy of any such request to each $100,000,000 of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to Interim Loans be made effective in US dollars (the effective date of any such increase, a “Commitment Increase DateUSD Loans”). All USD Loans shall be Interim Loans under this Agreement; provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Administrative Agent advise shall effect such amendments to this Agreement and as may be necessary or appropriate, in the Borrower and Agent whether or not such Lender agrees to accept all or any portion reasonable opinion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Administrative Agent and the Borrower no fewer than five Borrower, to effect the provisions of this clause (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”e). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions set forth herein (including, without limitation, the applicable conditions set forth in Sections 4.02, 4.03 and 4.04 of this Agreement, as applicable), each Lender shall severally agrees to make Loans loans (each such loan, a “Loan”) to the Borrower from time to time, (i) on any Business Day during Availability Periodthe Funding Period with respect to a Proposed Loan Asset approved by the Administrative Agent and the Required Lenders in accordance with Section 2.01(b), and (ii) on any Business Day from the Closing Date until the Maturity Date in respect of (x) a Future Funding Amount or (y) the Excess Borrowing Base Capacity of a Pledged Asset, in each case, in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofCommitment; provided, that the Borrower shall not request more than one Borrowing of each type described in clauses (i), (ii)(x) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans or (ii)(y) with respect to any single Pledged Asset in any calendar month; provided further that after giving effect to any LoanBorrowing, (a) the Total Outstandings shall not in exceed the Maximum Available Amount, (b) the Credit Exposure of any event Lender shall not exceed such Lender’s Committed Loan LimitCommitment, and (iic) the Tranche A Principal Outstanding Pledged Asset Total Outstandings with respect to each Pledged Asset shall not exceed the Borrowing Base Amount with respect to such Pledged Asset; provided further that on or after the first anniversary of the Closing Date, the Loans shall be subject to the following concentration limits (collectively, the “Concentration Limits”): (1) the aggregate outstanding principal amount of all Loans made with respect to Pledged Assets that constitute loans secured by lodging properties shall not at any time exceed 25% of the Facility Amount (after calculated without giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan LimitMaturity Extension Reduction), (iii2) the Tranche B Principal Outstanding aggregate outstanding principal amount of all Loans made with respect to Pledged Assets that constitute loans secured by any single type of property other than a lodging property shall not at any time exceed 75% of the Facility Amount (after calculated without giving effect to any LoanMaturity Extension Reduction) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv3) the Pledged Asset Total Outstandings with respect to any single Pledged Asset shall not at any time exceed 40% of the Facility Amount (calculated without giving effect to any Maturity Extension Reduction). Within the limits of each Lender’s Commitment, and subject to the other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedterms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.03, and reborrow under this Section 2.01. (b) The Administrative Agent and the Lenders shall have the right to review each Proposed Loan Asset and to conduct its own due diligence investigation of such Proposed Loan Asset as the Administrative Agent or such Lender determines in its sole and absolute discretion, which due diligence investigation the Administrative Agent and each Lender shall endeavor to complete within ten Business Days of receipt from the Borrower of a Pledge Proposal, the complete Due Diligence Package and such other information as may request an increase in reasonably be requested by the aggregate Tranche A Committed Administrative Agent, or any Lender through the Administrative Agent, with respect to such Proposed Loan Limits and/or Asset. Each Pledge Proposal shall specify (i) the aggregate Tranche B Committed Mortgagor’s name, (ii) the Borrower’s case/loan number, (iii) the expected date of the Borrowing with respect to such Proposed Loan Limits by delivering a written request Asset, (iv) the amount of the Mortgage Note, Mezzanine Note or Participation Certificate, as applicable (v) the name, street address, email address, telephone number and telecopier number of the title company and settlement attorney and contact person who will be responsible for such increase custody of closing documents and delivery of required items to the Administrative Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitCustodian, as applicable, by an amount equal to its Applicable Percentage and (vi) the name of the requested increase amountholder of the original Mortgage Note, Mezzanine Note or Participation Certificate, as applicable. Each LenderIn addition, acting if the loan documents for such Proposed Loan Asset require the Borrower to fund future advances to the Mortgagor, the Borrower shall include in its the Pledge Proposal a request that the Required Lenders agree to fund the Future Funding Amount. The Administrative Agent and the Required Lenders shall be entitled to make a determination, in their sole discretion and with no obligation absolute discretion, whether any Proposed Loan Asset qualifies as an Eligible Loan Asset or whether to increase its Tranche A Committed reject such Proposed Loan Limit or its Tranche B Committed Asset. If the Administrative Agent and the Required Lenders approve of such Proposed Loan Limit pursuant to this SectionAsset as an Eligible Loan Asset, the Administrative Agent shall by written notice promptly deliver to the Borrower and the Agent advise a proposed Confirmation Statement. The Administrative Agent’s failure to deliver a proposed Confirmation Statement to the Borrower within 15 Business Days of receipt of a Pledge Proposal and Agent whether or not such Lender agrees Due Diligence Package, shall be deemed to accept all or any portion be a rejection of such increase to its Tranche A Committed Proposed Loan Limit and/or its Tranche B Committed Loan LimitAsset, as applicable; provided that such notice shall be delivered to unless the Administrative Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase agree otherwise in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasewriting.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving A Lender shall severally agrees to make Loans loans (each such loan, a “Revolving A Loan”) to the Borrower Borrowers in Dollars and one or more Alternative Currencies from time to time, time on any Business Day during the Availability Period, Period in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofRevolving A Commitment; provided, however, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanBorrowing of Revolving A Loans, (i) the Total Revolving Outstandings shall not in any event exceed such Lender’s Committed Loan Limitthe Aggregate Revolving Commitments, (ii) the Tranche aggregate Revolving A Principal Exposure of any Lender shall not exceed such Lender’s Revolving A Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments. Within the limits of each Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such loan, a “Revolving B Loan”) to the Borrowers in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving B Commitment; provided, however, that after giving effect to any LoanBorrowing of Revolving B Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Revolving B Exposure of such ▇▇▇▇▇▇’s Tranche A Loans does any Lender shall not exceed such ▇▇▇▇▇▇Lender’s Tranche A Committed Loan LimitRevolving B Commitment, (iii) the Tranche B Principal aggregate Outstanding Amount (after giving effect of all Revolving Loans made to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does Foreign Borrowers shall not exceed the Tranche B Committed Loan Limit Foreign Borrower Sublimit and (iv) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments. Within the limits of each Lender’s Revolving B Commitment, and subject to the other condition set forth in Article V (Conditions Precedent to terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving B Loans may be Base Rate Loans or Eurocurrency Rate Loans) shall be satisfied, or a combination thereof, as further provided herein. (bc) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Subject to the Agent terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12“Initial Term Loan”) Business Days prior to the date that Company in Dollars on the Closing Date in an amount not to exceed such increase is requested Lender’s Initial Term Loan Commitment. Amounts repaid on the Initial Term Loan may not be reborrowed. The Initial Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (d) Subject to be made effective (Section 2.18, on the effective date of any Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day Incremental Term Loan Lender Joinder Agreement severally agrees to make its portion of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five term loan (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limiteach, an “Increasing LenderIncremental Term Loan”). If any ) in a single advance to the applicable Borrower in the amount of its respective Incremental Term Loan Commitment for such Incremental Term Loan as set forth in the applicable Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the Outstanding Amount of such Incremental Term Loans shall not have responded affirmatively within exceed the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion aggregate amount of the Increase Approval Period, Incremental Term Loan Commitments set forth in the Agent shall notify the Borrower applicable Incremental Term Loan Lender Joinder Agreement of the results of such request applicable Incremental Term Lenders. Each Incremental Term Loan prepaid or repaid may not be reborrowed. Each Incremental Term Loan may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (e) The Company shall use commercially reasonable efforts to the Lenders. If extent practicable to allocate Borrowings of Loans denominated in Dollars such that ratable percentages are outstanding on an approximate basis under the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, Revolving A Commitments and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche Revolving B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseCommitments.

Loans. (a) Subject to the terms and conditions paragraph (b) of this AgreementSection 2.04, each Lender Loan shall make Loans to bear interest on the Borrower principal amount thereof from time to timetime outstanding, from the date of such Loan until such principal amount is repaid in full, at a rate per annum equal to 12%. Interest on each Loan payable hereunder shall be due and payable, in arrears, on any Business Day during Availability Periodthe first day of each calendar month (each, an “Interest Payment Date”), commencing on the first day of the month following the month in which such Loan is made and at maturity (whether upon stated maturity, by acceleration or otherwise). The accrued and unpaid interest on the outstanding principal amount of the Loans hereunder that is due and payable on each such Interest Payment Date shall be payable in cash unless the Borrower shall have elected, in an aggregate amount equal a notice given to the product of Administrative Agent not less than two (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (122) Business Days prior to the date applicable Interest Payment Date (a “PIK Notice”), that such increase is requested interest shall instead be “paid-in-kind” by being capitalized and added to be made effective (the effective date outstanding principal balance of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur the Loans hereunder on the last Business Day of a calendar quarter. Each request by subject Interest Payment Date (such that the Borrower pursuant to the immediately preceding sentence shall same amount will no longer constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage accrued and unpaid interest but instead will be part of the requested increase amountprincipal of the Loans hereunder for all purposes), in which event such interest shall be so payable. Each Lender, acting Such election shall remain in its sole discretion effect for each subsequent Interest Payment Date unless and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall until it is superseded by written a notice to the Borrower and the Agent advise contrary from the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Administrative Agent and the Borrower no fewer given not less than five two (52) Business Days prior to the Commitment Increase first Interest Payment Date therefor(the “Increase Approval Period”)in which such superseding election is to take effect. Any such Lender may accept all of its Applicable Percentage of such increaseNotwithstanding anything to the contrary contained herein, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or on the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or Effective Date the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Borrower shall be deemed to have rejected given to the Borrower’s request for an increase Administrative Agent a PIK Notice in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion respect of the Increase Approval Periodinitial Interest Payment Date hereunder. Notwithstanding the foregoing, the Agent Borrower shall notify not have the Borrower option to “pay-in-kind” the accrued and unpaid interest due and payable on any Interest Payment Date if and to the extent that the effect thereof would be to cause the aggregate outstanding principal amount of the results of such request Loans hereunder to exceed either the Lenders. If the Agent and any Increasing Lender (which must, limit set forth in any event, include each Qualified LenderSection 4.06(b) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and Indenture or the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit“Senior Lender Debt Cap”, as applicable, or each Increasing Lender. Any such increase defined in the Tranche A Committed Loan Limit and/or Indenture and in the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseIntercreditor Agreement.

Loans. The Lender agrees, on the terms and subject to the conditions set forth in this Agreement, to make to the Borrower: (a) Subject to a $75 million single lump sum advance (the terms and conditions “Tranche A Loan”) on the Closing Date (the “Tranche A Borrowing Date”); (b) a $25 million single lump sum advance (the “Tranche B Loan”) on the thirtieth (30th) day after the date of this Agreement, each Lender shall make Loans to entry of the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested DIP Order by the Borrower and Bankruptcy Court (ythe “Tranche B Borrowing Date”); and (c) such Lender’s Applicable Percentage, by making immediately available funds available to a $25 million single lump sum advance (the Agent (or an account designated by “Tranche C Loan”) on the Agent) in accordance with the terms hereof; provided, that later of (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan LimitJune 24, 2005, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) three Business Days prior after the Lender has delivered any aircraft to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence JSA Agreement; and (iii) the entry by the Bankruptcy Court of an order approving the Disclosure Statement in the Chapter 11 Case; provided, however, that in no event shall constitute an invitation such advance occur later than September 30, 2005 (such later date, the “Tranche C Borrowing Date”), and provided further, however, that in the event that the Maturity Date shall have occurred prior to each the Tranche C Borrowing Date (such event being referred to as a “Maturity Event”) then (x) if the Maturity Event arises as a result of the occurrence of the Effective Date and the Borrower’s repayment of the Loans by means of the Shares Repayment Alternative prior to the Maturity Date, the Lender shall remit to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by the Reorganized Parent an amount equal to its Applicable Percentage the Tranche C Loan on the Tranche C Borrowing Date, not as a Loan, but as an equity payment in consideration of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation New Common Stock issued to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit the Lender pursuant to this Sectionthe Share Repayment Alternative, shall by written notice to in full satisfaction of the Borrower and obligation of the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer in respect of the Tranche C Loan, and (y) if such Maturity Event arises for any reason other than five (5) Business Days the occurrence of the Effective Date prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Maturity Date, then neither the Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline nor the Borrower shall have any further obligation with respect to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseC Loan.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving Lender shall severally agrees to make Loans loans (each such loan, a “Revolving Loan”) to the Borrower Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that lesser of (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan LimitRevolving Commitment, or (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans pro rata share (in accordance with their Revolving Commitments) of an aggregate principal amount at any one time outstanding which, when combined with the aggregate undrawn amount of all unexpired Letters of Credit, does not exceed the lesser of (x) the Aggregate Commitments, and (y) the Borrowing Base at such time; provided that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) Revolving Commitment. Within the Tranche B Principal Outstanding Amount (after giving effect to any Loan) limits of such each Revolving ▇▇▇▇▇▇’s Tranche B Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans does not exceed may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided that any Revolving Borrowings made on the Tranche B Committed Loan Limit and Closing Date or any of the three (iv3) each other condition set forth in Article V (Conditions Precedent to Loans) Business Days following the Closing Date shall be satisfied. made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (123) Business Days prior to the date that of such Revolving Borrowing. (b) Administrative Agent, at any time in the exercise of its Permitted Discretion, may (i) establish and increase is requested or decrease Reserves against Eligible Receivables, the Borrowing Base and the Aggregate Commitments, (ii) reduce the advance rates against Eligible Receivables, or thereafter increase such advance rates to be made effective any level equal to or below the advance rates in effect on the Closing Date and (iii) impose additional restrictions (or eliminate the effective date same) to the standards of eligibility set forth in the definition of Eligible Receivables. The amount of any such increaseReserve established by Administrative Agent, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant and any changes to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage advance rates or the eligibility criteria set forth in the definition of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this SectionEligible Receivables, shall by written notice have a reasonable relationship to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitevent, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increasecondition, a portion of such increaseother circumstance, or decline to accept any of fact that is the basis for such increase in its Tranche A Committed Loan Limit reserve or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender change and shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower duplicative of any fee agreed by the Borrower other reserve established and the Agent in connection with such increasecurrently maintained.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Tranche 1 Lender shall severally agrees to make Loans loans (each such loan, a “Tranche 1 Loan”) to the Company, and to any other Borrower designated to receive Tranche 1 Loans hereunder, in U.S. Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount equal not to exceed at any time outstanding the product amount of such Tranche 1 Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Tranche 1 Borrowing, (xi) the Total Tranche 1 Outstandings shall not exceed the Aggregate Tranche 1 Commitments, (ii) the aggregate amount requested by Outstanding Amount of the Borrower Tranche 1 Loans of any Tranche 1 Lender, plus such Tranche 1 Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Tranche 1 Lender’s Pro Rata Share of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, and (yiii) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by aggregate Outstanding Amount of all Tranche 1 Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Agent) in accordance with the terms hereofAlternative Currency Sublimit; provided, and provided further that (i) the Principal Outstanding Amount availability of the Aggregate Tranche 1 Commitments at any time for the making of any Tranche 1 Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve (if any), and (ii) in determining the availability of the Aggregate Tranche 1 Commitments hereunder with respect to any Escalating Credits issued or outstanding hereunder, the Aggregate Tranche 1 Commitments will be deemed to be utilized in respect of such ▇▇▇▇▇▇’s Loans Escalating Credits in the aggregate amount equal to the maximum aggregate amount available to be drawn under all such Escalating Credits (after giving effect to any Loan) shall not in any event exceed such all increases). Within the limits of each Tranche 1 Lender’s Committed Loan LimitTranche 1 Commitment, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase subject to the Agent (other terms and conditions hereof, the Agent shall promptly distribute a copy of any such request to each of the Lenders)Borrowers may borrow under this Section 2.01, no later than twelve (12) Business Days prior to the date that such increase is requested to prepay under Section 2.06, and reborrow under this Section 2.01. Tranche 1 Loans may be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitBase Rate Loans or Eurocurrency Rate Loans, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; further provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseherein.

Loans. (a) Subject to Each Senior Tranche Lender, severally and ----- not jointly, agrees, upon the terms and subject to the conditions hereof, to make its Pro Rata Share of this Agreement, each Lender shall make Loans to the Borrower for use in paying items of Total Negative Cost in accordance with Section 5.16 hereof ("Negative Cost Loans"), upon the request of the Borrower, which Negative Cost Loans shall not be made prior to the Completion and acquisition of the relevant Declared Qualifying Picture pursuant to a Film Purchase Agreement, from time to timetime from the Closing Date up to but excluding the Revolving Credit Commitment Termination Date, on any Business Day during Availability Period, each in an aggregate principal amount which when added to such Lender's Pro Rata Share of the outstanding Senior Tranche Credit Exposure, does not exceed such Lender's Senior Tranche Commitment. The aggregate amount of Negative Cost Loans for a Qualifying Picture shall not exceed the Negative Cost Loan Value. (b) Each (i) Senior Tranche Lender, severally and not jointly, agrees, upon the terms and subject to the conditions hereof, to make its Pro Rata Share of Loans to the Borrower for use in paying 50% of the Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to a particular Declared Qualifying Picture, in accordance with Section 5.16 hereof ("Domestic Distribution Loans"); provided that the remaining 50% is provided under the Junior Tranche and (ii) Junior Tranche Lender, severally and not jointly, agrees, upon the terms and subject to the conditions hereof, to make its Pro Rata Share of Domestic Distribution Loans to the Borrower for use in paying 50% of the Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to a particular Declared Qualifying Picture. The Domestic Distribution Loans shall be made upon the request of the Borrower and shall not be made prior to the Completion and acquisition of the relevant Declared Qualifying Picture pursuant to a Film Purchase Agreement, from time to time from the Closing Date up to but excluding the Revolving Credit Commitment Termination Date, each in an aggregate principal amount which when added to such Lender's Pro Rata Share of the outstanding Senior Tranche Credit Exposure or Junior Tranche Credit Exposure, as applicable, does not exceed such Lender's Senior Tranche Commitment or Junior Tranche Commitment, as applicable. Furthermore, it is understood that, after $40,000,000 in the aggregate of Domestic Distribution Loans have been made under the Junior Tranche, only half of the then-available Junior Tranche Commitment shall be available for Domestic Distribution Loans, and for each additional Domestic Distribution Loan made thereafter under the Junior Tranche an amount equal to such Loan shall then be reserved under the product Junior Tranche Commitment in accordance with Section 5.20 in order to fund the repayment of Domestic Distribution Loans under the Senior Tranche. (c) In addition, to the extent there is available Total Senior Tranche Commitment which has not been reserved to fund Negative Cost Loans and/or Domestic Distribution Loans, each Senior Tranche Lender, severally and not jointly, agrees, upon the terms and subject to the conditions hereinafter set forth, to make its Pro Rata Share of Loans to the Borrower to fund interest hereunder and expenses of the Administrative Agent payable hereunder (the "Interest Loans") upon the request of the Borrower, from time to time from the Closing Date up to but excluding the Interest Loan Commitment Termination Date, each in an aggregate principal amount (x) not to exceed the interest payable from time to time hereunder and expenses of the Administrative Agent payable hereunder and (y) which when added to such Lender's Pro Rata Share of the outstanding Senior Tranche Credit Exposure, does not exceed such Lender's Senior Tranche Commitment; provided, however, that the maximum amount that each Senior -------- ------- Tranche Lender shall be obligated to lend subsequent to the Revolving Credit Termination Date is the amount by which its Senior Tranche Commitment exceeds its Pro Rata Share of the Total Senior Tranche Credit Exposure and that commitment shall be a revolving credit commitment. (d) At the Maturity Date or such earlier date on which the Domestic Distribution Loans under the Senior Tranche become due and payable, each Junior Tranche Lender shall pay (based on its Pro Rata Share) to the Senior Tranche Lenders an amount not to exceed in the aggregate the least of (x) the aggregate amount requested theretofore used to repay Domestic Distribution Loans under the Junior Tranche, (y) the aggregate amount of Domestic Distribution Loans then outstanding under the Senior Tranche and (z) the amount by which $40,000,000 exceeds the Domestic Distribution Loans then outstanding under the Junior Tranche; provided, however, that to the extent there is an automatic stay or -------- ------- other proceeding which prohibits the Junior Tranche Lenders from advancing such amounts, the Junior Tranche Lenders agree to purchase from the Senior Tranche Lenders participations in the Senior Tranche Commitment pursuant to Assignment and Acceptance Agreements in an amount equal to such amounts owing to the Senior Tranche Lenders. The obligation of the Junior Tranche Lenders to pay the Senior Tranche Lenders set forth in this Section 2.1(d) is absolute and unconditional and is not subject to the conditions precedent set forth in Sections 4.2 and 4.3 hereof and such amounts shall be treated as Loans hereunder. (e) Subject to Section 2.2, the Loans shall be made at such times as the Borrower shall request. (f) No Loan shall be made which would result in the Junior Tranche Credit Exposure or the Senior Tranche Credit Exposure exceeding the Total Junior Tranche Commitment or the Senior Tranche Commitment, as applicable. (g) Prior to the making of the first extension of credit with regard to each Declared Qualifying Picture, and provided that the Borrower is in compliance with Section 5.20 hereof, (x) the Senior Tranche Lenders shall reserve from the Senior Tranche Commitments for the purpose of making Domestic Distribution Loans with respect to such Declared Qualifying Picture, an amount equal to 50% of the Domestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to such Declared Qualifying Picture (subject to the remaining 50% being provided under the Junior Tranche) and (y) the Junior Tranche Lenders shall reserve from the Junior Tranche Commitment for the purpose of making Domestic Distribution Loans with respect to such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by Declared Qualifying Picture an amount equal to its Applicable Percentage 50% of the requested increase amount. Each LenderDomestic Distribution Expenses but no more than 50% of the Formula Amount of Domestic Distribution Expenses with respect to such Declared Qualifying Picture provided that after $40,000,000 in the aggregate of Domestic Distribution Loans have been made under the Junior Tranche, acting in its sole discretion only half of the then-available Junior Tranche Commitment shall be available for Domestic Distribution Loans, and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice an amount equal to the Borrower amount of each such Domestic Distribution Loan shall be reserved under the Junior Tranche Commitment to fund repayment of Domestic Distribution Loans under the Senior Tranche at the Maturity Date (or such certain date upon which the Senior Tranche Commitments are terminated and the Agent advise Domestic Distribution Loans under the Borrower Senior Tranche become due and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”payable). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Legacy Lender shall having a Legacy Commitment severally agrees to make Loans revolving loans to the Borrower Legacy Borrowers in Dollars from time to time, on any Business Day during Availability Periodon or after the Original Closing Date until the Maturity Date, in an aggregate principal amount equal not to the product of (x) the aggregate amount requested by the Borrower and (y) exceed at any time outstanding such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such Legacy ▇▇▇▇▇▇’s Loans (Legacy Commitment; provided that after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan LimitLegacy Revolving Credit Borrowing, (iix) the Tranche A Principal aggregate Outstanding Amount (after giving effect to of the Legacy Revolving Loans of any Loan) of Legacy Lender, plus such Legacy ▇▇▇▇▇▇’s Tranche A Loans does not exceed Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Legacy ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) Legacy Pro Rata Share of the Tranche B Principal Outstanding Amount of all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (after giving effect to any Loani) of such Legacy ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit Legacy Commitment at such time and (ivii) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such Legacy ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion Legacy Pro Rata Share of the Increase Approval PeriodLegacy Borrowing Base at such time and (y) the aggregate outstanding amount of Total Legacy Outstandings shall not exceed the Legacy Line Cap at such time. Within the limits of each Legacy ▇▇▇▇▇▇’s Legacy Commitment, and subject to the other terms and conditions hereof, the Agent shall notify Legacy Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Legacy Revolving Loans may be Base Rate Loans or Eurodollar RateTerm SOFR Loans. (b) Subject to the Borrower terms and conditions set forth herein, each ETMC Lender having an ETMC Commitment severally agrees to make revolving loans to the ETMC Borrowers in Dollars from time to time, on any Business Day on or after the Original Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding such ETMC Lender’s ETMC Commitment; provided that after giving effect to any such ETMC Revolving Credit Borrowing, (x) the aggregate Outstanding Amount of the results ETMC Revolving Loans of any ETMC Lender, plus such request ETMC Lender’s ETMC Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to ETMC Borrowers shall not exceed the lesser of (i) such ETMC Lender’s ETMC Commitment at such time and (ii) such ETMC Lender’s ETMC Pro Rata Share of the ETMC Borrowing Base at such time and (y) the aggregate outstanding amount of Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time. Within the limits of each ETMC Lender’s ETMC Commitment, and subject to the Lenders. If other terms and conditions hereof, the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretionETMC Borrowers may borrow under this Section 2.01(b), such increase will be effective as of the relevant Commitment Increase Dateprepay under Section 2.05, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, reborrow under this Section 2.01(b). ETMC Revolving Loans may be Base Rate Loans or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseEurodollar RateTerm SOFR Loans.

Loans. The Bank agrees, on the terms of this Agreement, to make loans (athe "Loans") to the Company in Dollars during the period from and including the date hereof to but not including the Commitment Termination Date (or any earlier date of termination of the Commitment) in an aggregate principal amount at any one time outstanding, together with the aggregate amount of all Letter of Credit Outstandings, up to but not exceeding the amount of the Commitment as in effect from time to time. Subject to the terms and conditions of this Agreement, each Lender shall make during such period the Company may borrow, repay and reborrow the Loans to by means of Base Rate Loans and Eurodollar Loans and may Convert Loans of one Type into Loans of another Type (as provided in Section 2.08 hereof) or Continue Loans of one Type as Loans of the Borrower from time to time, on any Business Day during Availability Period, in an aggregate amount equal to the product of same Type; provided that (xa) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available Company shall not be entitled to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that make any borrowing unless either (i) the Principal Outstanding Amount Borrowing Base is at least equal to the aggregate principal amount of such ▇▇▇▇▇▇’s the Loans (outstanding and Letter of Credit Outstandings after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, thereto or (ii) substantially simultaneously with such borrowing Assets with a Borrowing Value equal to or more than the Tranche A Principal Outstanding Amount principal amount of such borrowing (excluding Advances to the extent that, when included as Eligible Pledged Advances, the aggregate Fair Market Value of all Eligible Pledged Advances would exceed $200,000,000 when any obligations are outstanding under the AKF Railcar Credit Agreement and the AKF Railcar Credit Agreement is in full force and effect, or $200,000,000 thereafter), become Eligible Pledged Assets in accordance with Section 2.10 hereof (and the Bank shall be satisfied with the manner and timing of the creation and perfection of its security interest in any Eligible Pledged Assets), and (b) no more than three separate Interest Periods in respect of Eurodollar Loans may be outstanding at any one time, and (c) the Bank shall not be required to make and the Company shall not be permitted to borrow, any Loan if, after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitthereto, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each principal amount of the Lenders)sum of all Loans outstanding hereunder, no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date all Letter of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase DateCredit Outstandings hereunder, and all loans and letter of credit outstandings under the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseAKF Railcar Credit Agreement would exceed $200,000,000.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender shall severally agrees to make Loans loans (each such loan, a "Revolving Loan") to the Borrower from time to time, time on any Business Day during Availability Periodthe period from the Closing Date to the Revolving Loan Maturity Date, in an aggregate amount equal not to exceed at any time outstanding, the amount of such Lender's Commitment; provided, however, that after giving effect to any Borrowing, (i) the Outstanding Amount shall not exceed the Aggregate Commitments, and (ii) the Outstanding Amount applicable to any Lender shall not exceed such Lender's Commitment. Within the limits of each Lender's Commitment, and subject to the product other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein and at the request of the Borrower delivered as set forth in Section 2.04, each Lender severally agrees to make a single loan (xeach such loan, a "Term Loan") as designated in the Borrower's request such that such Lender's Revolving Loans shall be converted, in whole or in part, into a Term Loan in the amount of such Lender's Pro Rata Share of the aggregate amount requested by the Borrower and to be converted to Term Loans pursuant hereto; provided, however, that the principal amount of the Term Loan which any Lender shall be committed to make to the Borrower shall not exceed the lesser of (yi) such Lender’s Applicable Percentage's Commitment, by making immediately available funds available as in effect on the Term Loan Conversion Date and (ii) the Outstanding Amount applicable to such Lender on the Agent (Term Loan Conversion Date. Term Loans may be Base Rate Loans or an account designated Eurodollar Rate Loans, as further provided herein. Amounts borrowed as Term Loans which are repaid or prepaid by the Agent) Borrower may not be reborrowed. After making its Term Loan pursuant to this subsection (b), no Lender shall have any further commitment to lend pursuant to this Agreement, but each Lender's obligation to continue Loans as one Type and convert Loans from one Type to another Type in accordance with the terms hereof; provided, that (i) and conditions hereof shall thereafter continue in accordance with the Principal Outstanding Amount terms and provisions of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedthis Agreement. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. All loans including leases of Seller set forth on Schedule C to this Agreement (athe "Loans"); provided, that Loans (i) Subject shall not include any loan set forth in Schedule C that is repaid in full as to principal and interest prior to the Closing Date; (ii) shall not include non-accrual loans (which terms shall include loans in which collateral securing the same has been repossessed or in which collection efforts have been instituted or claim and conditions delivery or foreclosure proceedings have been filed), loans 90 calendar days or more past due, loans upon which insurance has been forced-placed, and loans with respect to which the borrower has filed a petition for relief under the United States Bankruptcy Code, in each case prior to the close of business on the Closing Date irrespective of whether such loans are identified on Schedule C ; (iii) shall include all Loans attributable to the Branch Offices, whether or not funded, carried on the books of the Branch Offices, including Loans originated both before and after the date of this Agreement, each Lender shall make Loans provided Buyer has had an opportunity to review, after the date of this Agreement and prior to the Borrower from time to timeClosing, on any Business Day during Availability PeriodLoans which (A) were originated by the Branch Offices after September 16, in an aggregate amount equal 2003 (the "Due Diligence Date"), the date Buyer completed its initial due diligence review ("New Loans"), and (B) were attributed to the product Branch Offices as of the Due Diligence Date for which Seller increased the principal balance after the Due Diligence Date over the principal balance as of the Due Diligence Date (x"Loan Increases") the aggregate amount requested by the Borrower which New Loans and (y) Loan Increases Seller and Buyer negotiate in good faith to include after such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofreview; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth shall include all deposit-related overdrafts, including overdrafts pursuant to an overdraft protection plan, if any; provided, Buyer may elect at Closing not to acquire any deposit-related overdrafts which have been outstanding for 60 or more calendar days, in Article V (Conditions Precedent which event the deposit account related to Loans) such overdraft shall not be assigned to Buyer. All Loans shall be satisfied. (b) The Borrower may request an increase in assigned to Buyer without recourse against Seller and without any warranties or representations as to their collectibility or the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy creditworthiness of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion obligors of such increase Loans. See Schedule C-1 for excluded loans in addition to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseloans excluded per above.

Loans. (a) Subject Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $500,000 and in increments of $100,000 in excess thereof or the full amount of such Swing Line Loan. If the Borrower at any time fails to repay a Swing Line Loan on the applicable date when due, the Borrower shall be deemed to have elected to borrow a Floating Rate Advance under SECTION 2.1 as of such date equal in amount to the terms unpaid amount of the Swing Line Loan and conditions interest thereon (notwithstanding the minimum amount of this Agreement, each Syndicated Advances as provided in SECTION 2.4). The proceeds of any such Advance shall be used to repay the Swing Line Loan and interest thereon. Unless the Required Lenders shall have notified the Swing Line Lender shall make Loans prior to the Borrower from time to time, on its making any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; providedSwing Line Loan, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition applicable conditions precedent set forth in Article V (Conditions Precedent IV have not then been satisfied, each Lender's obligation to Loansmake Loans pursuant to SECTION 2.1 and this SECTION 2.9(d) to repay Swing Line Loans shall be satisfied. (b) The Borrower may request an increase in unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including the aggregate Tranche A Committed Loan Limits and/or occurrence or continuance of a Default. In the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase event that any Lender fails to make payment to the Administrative Agent (and of any amount due under this SECTION 2.9(d), the Administrative Agent shall promptly distribute a copy be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any such request to each of the Lendersamount due under this SECTION 2.9(d), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed deemed, at the option of the Administrative Agent, to have rejected unconditionally and irrevocably purchased from the Borrower’s request for Swing Line Lender, without recourse or warranty, an increase undivided interest in such ▇▇▇▇▇▇’s Tranche A Committed and participation in the applicable Swing Line Loan Limit and/or in the Tranche B Committed Loan Limit in full. Promptly following the conclusion amount of the Increase Approval Period, Loan such Lender was required to make pursuant to this SECTION 2.9(d) and such interest and participation may be recovered from such Lender together with interest thereon at the Agent shall notify Federal Funds Effective Rate for each day during the Borrower period commencing on the date of demand by the results of such request to the Lenders. If the Administrative Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned ending on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with date such increaseobligation is fully satisfied.

Loans. (a) Subject Unless a shorter period is agreed to by the ----- Lender, each Lessee Working Capital Loan shall be made on notice to the terms and conditions of this AgreementLender, each Lender shall make Loans given not later than 12:00 Noon (New York City time) on the sixth (6th) Business Day prior to the Borrower from time to time, on any Business Day during Availability Perioddate of the making of the proposed Lessee Working Capital Loan. Such notice shall be given by the Lessee (a "Notice of Lessee Working Capital -------------------------------- Loan") and shall be in writing, in an aggregate amount equal to substantially the product form of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable PercentageExhibit B hereto, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that ---- specifying therein (i) the Principal Outstanding Amount requested date of the making of such ▇▇▇▇▇▇’s Loans (after giving effect to any Lessee Working Capital Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) requested aggregate amount of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan LimitLessee Working Capital Loan, (iii) any specific payment instructions regarding disbursement of the Tranche B Principal Outstanding Amount (after giving effect to any Loan) proceeds of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and Lessee Working Capital Loan, (iv) each other condition the Type of Lessee Loans which will comprise a requested Lessee Working Capital Loan and (v) with respect to such Lessee Loans, the initial Interest Period applicable thereto; provided, -------- that no Lessee Loan shall be maintained as (X) a Lessee Eurodollar Rate Loan unless such Lessee Working Capital Loan is in an amount equal to or greater than $500,000 or (Y) a Lessee Base Rate Loan unless such Lessee Working Capital Loan is in an amount equal to or greater than $50,000. The Lender shall, before 11:00 A.M. (New York City time) on the date a Lessee Working Capital Loan is to occur, make available to the Disbursement Agent at the Disbursement Agent's address referred to in Section 12.02, in immediately available funds, the amount of any such Lessee Working Capital Loan. After the Disbursement Agent's receipt of such loan proceeds and upon fulfillment of the applicable conditions set forth in Article V (Conditions Precedent V, the Disbursement Agent will make such funds immediately available to Loans) shall be satisfiedthe Lessee by depositing such funds in the Operating Account. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Anything to the Agent (and the Agent contrary in this Agreement notwithstanding, at no time shall promptly distribute a copy of any such request to each of the Lenders), no later there be outstanding more than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.four

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Tranche A Lender shall severally agrees to make Loans a Tranche A Loan to the Borrower from time in Sterling on the Closing Date up to time, on any Business Day during Availability Period, in an aggregate amount equal not to exceed the amount of such Tranche A Lender’s Tranche A Commitment. Each Tranche A Lender may, at its option (subject to the product prior written consent of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable PercentageBorrower), by making immediately available funds make any Tranche A Loan available to the Agent (Borrower by causing any foreign or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount domestic branch or Affiliate of such ▇▇▇▇▇▇’s Tranche A Lender to make such Tranche A Loan (provided that, for the avoidance of doubt, such Tranche A Lender shall remain liable for its obligations under this Section 2.01(a) to the extent such foreign or domestic branch or Affiliate fails to make such Tranche A Loan). The Tranche A Loans (may be Eurocurrency Rate Loans only, as further provided herein. The Borrower may make only one Borrowing of Tranche A Loans in an amount of up to the full amount of the Tranche A Commitments, which shall be made on the Closing Date. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. The Tranche A Commitments of each Tranche A Lender shall terminate immediately and without further action on the Closing Date after giving effect to any Loan) shall not in any event exceed the funding of such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of Loan on such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfieddate. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make a Tranche B Loan to the Borrower in Sterling on the Closing Date up to an aggregate amount not to exceed the amount of such Tranche B Lender’s Tranche B Commitment. Each Tranche B Lender may, at its option (subject to the prior written consent of the Borrower), make any Tranche B Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Tranche B Lender to make such Tranche B Loan (provided that, for the avoidance of doubt, such Tranche B Lender shall remain liable for its obligations under this Section 2.01(b) to the extent such foreign or domestic branch or Affiliate fails to make such Tranche B Loan). The Tranche B Loans may be Eurocurrency Rate Loans only, as further provided herein. The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate make only one Borrowing of Tranche B Committed Loan Limits by delivering a written request for such increase Loans in an amount of up to the Agent (and the Agent shall promptly distribute a copy full amount of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan LimitCommitments, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or which shall be made on the Closing Date. Any amount borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed. The Tranche B Committed Loan Limit, an “Increasing Lender”). If any Commitments of each Tranche B Lender shall not have responded affirmatively within terminate immediately and without further action on the Increase Approval Period, Closing Date after giving effect to the funding of such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇Lender’s Tranche A Committed B Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of on such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increasedate.

Loans. (ai) Subject to The Revolving Loan Lender agrees, on the terms and conditions of set forth in this Agreement, each Lender shall to make Loans to the Borrower during the period from time the Closing Date to time, on any Business Day during Availability Period, the Maturity Date in an amount not to exceed the Aggregate Commitments. Each Loan shall be in an aggregate amount equal not less than $1,000,000 and in integral multiples of $1,000,000 in excess thereof. The Borrower may from time to the product of (x) the aggregate amount requested by the Borrower time borrow, prepay pursuant to Section 2.07 and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, reborrow under this Section 2.01(a). (ii) Each Loan shall be made pursuant to a written notice to the Tranche A Principal Outstanding Amount Administrative Agent (after giving effect which shall promptly notify the Lenders) in the form of Exhibit B (or telephonic notice promptly confirmed by such a written notice), which in each case shall be irrevocable, from the Borrower to any Loanbe received by the Administrative Agent not later than 11:00 a.m. (New York time) on the requested borrowing date, in each case to the Administrative Agent’s Applicable Lending Office. The Administrative Agent shall give to the Revolving Loan Lender and each Lender prompt notice on the day of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) receipt of a timely notice of borrowing. Upon fulfillment of the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition applicable conditions set forth in Article V VI, the Revolving Loan Lender shall, to the extent it receives funds from the Deposit Account, make the funds for the borrowing available to the Administrative Agent pursuant to Section 2.01(a)(iv), and the Administrative Agent will promptly make such funds from the borrowing available to the Borrower not later than 2:00 p.m. (Conditions Precedent New York time) at such account as the Borrower shall specify in writing to Loans) shall the Administrative Agent. Without in any way limiting the Borrower’s obligation to confirm in writing any telephonic notice, the Administrative Agent may act without liability upon the basis of telephonic notice believed by the Administrative Agent in good faith to be satisfiedfrom the Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic notice except in the case of gross negligence or willful misconduct by the Administrative Agent. (biii) The Borrower may request an increase in Upon the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increaseLoan, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Revolving Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected sold to each other Lender and each other Lender shall have been deemed to have purchased from the BorrowerRevolving Loan Lender a participation in the Obligations related to such Loan equal to such Lender’s request for Percentage Share at such date. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Loans is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an increase Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (iv) Each Lender hereby irrevocably authorizes the Administrative Agent to withdraw a portion of its Deposit in an amount equal to such ▇▇▇▇▇▇Lender’s Tranche A Committed Percentage Share of each Loan Limit and/or and pay the Tranche B Committed same over to the Revolving Loan Limit Lender. The Deposit Bank hereby agrees to effect the withdrawal referred to in fullthe immediately preceding sentence and all other withdrawals and payments requested by the Administrative Agent pursuant to, and in accordance with, the terms of this Agreement. Promptly following receipt by the conclusion Administrative Agent of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the principal payment by from the Borrower of any fee agreed by Loans, the Administrative Agent shall pay such payment to the Deposit Bank for deposit in the Deposit Account. The Borrower and shall pay interest on the Agent unpaid amount of such Loan as provided in connection with such increaseSection 3.02.

Loans. (a) Subject Upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make Loans to the Borrower on any one (1) or more Business Days prior to the Maturity Date, up to an aggregate principal amount of Loans not exceeding at any one time outstanding the amount set opposite such Bank's name on the signature pages hereof as such Bank's Commitment (such amount, as it may be reduced from time to time pursuant to Section 4.7 and Section 13.10 being such Bank's "Commitment"); provided, however, that after giving effect to any Loan, in no event shall the outstanding amount of all Loans made hereunder to the Borrower plus the Letter of Credit Outstandings at such time (in the case of Letter of Credit Outstandings denominated in Alternate Currencies, calculated, as of the date of such Loan, by reference to the Dollar Equivalent Value of such Letter of Credit Outstandings) exceed the Commitments of all the Banks. Within such limits and during such period and subject to the terms and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to timemay borrow, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower repay and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedreborrow hereunder. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank, a promissory note (each, as the same may be amended, modified or extended from time to time, a "Note"), which shall be (i) dated the Closing Date; (ii) in the principal amount of such Bank's Commitment; and (iii) in substantially the form attached hereto as Exhibit A, with the blanks appropriately filled. The outstanding principal balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Section 3, payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of such Note. (c) In the case of a proposed borrowing comprised of Eurodollar Loans, the Agent shall promptly distribute a copy of any such request to notify each Bank of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarterapplicable interest rate under Section 3.1. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.Each

Loans. (a) Subject to the terms and conditions of this Agreement, set forth herein: (a) each Term A Lender shall agrees to make Loans a Term A Loan in Dollars to the Company on the Closing Date in an aggregate principal amount not exceeding its Term A Commitment; (b) each Term B Dollar Lender agrees to make a Term B Dollar Loan in Dollars to the Dutch Borrower on the Closing Date in an aggregate principal amount not exceeding its Term B Dollar Commitment; (c) each Term B Euro Lender agrees to make a Term B Euro Loan in Euros to the Dutch Borrower on the Closing Date in an aggregate principal Dollar Equivalent amount not exceeding its Term B Euro Commitment; (d) each U.S. Revolving Lender agrees to make U.S. Revolving Loans in Dollars to the Company from time to time during the Revolving Availability Period in an aggregate principal amount that will not at any time result in such Lender’s Total Outstandings under the U.S. Revolving Credit Facility exceeding its U.S. Revolving Commitment; and (e) each Multicurrency Revolving Lender agrees to make Multicurrency Revolving Loans in Dollars or Alternative Currency to the Company or the Dutch Borrower from time to time, on any Business Day time during the Revolving Availability Period, Period in an aggregate principal amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) that will not at any time result in such Lender’s Applicable Percentage, by making immediately available funds available to Total Outstandings under the Agent (or an account designated by the Agent) in accordance with the terms hereofMulticurrency Revolving Credit Facility exceeding its Multicurrency Revolving Commitment; provided, however, that the aggregate Dollar Equivalent amount borrowed on the Closing Date under clauses (id) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans and (after giving effect to any Loane) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) $10,000,000. Within the Tranche A Principal Outstanding Amount (after giving effect foregoing limits and subject to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit terms and (iv) each other condition conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy respect of any such request to each Term Loan may not be reborrowed. The Commitments of the Lenders), no later than twelve (12) Business Days prior and the obligations of the Lenders, are several. The failure of any Lender to the date that such increase is requested make any Loan required to be made effective (the effective date of by it shall not relieve any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each other Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increaseobligations hereunder, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such and no Lender shall be deemed responsible for any other Lender’s failure to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed make any Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion or comply with any of its obligations as and when required under any or all of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseDocuments.

Loans. (a) Subject to the terms and conditions of this Agreement and the other Loan Documents, during the term of this Agreement, the Agent, absent the occurrence of a Default or an Event of Default, may direct the Lenders, in its sole and absolute discretion, to make advances to the Borrower (each a “Loan” and collectively the "Loans") in an amount not to exceed the lesser of (i) the Maximum Facility Amount and (ii) the Borrowing Base, except as such amount may be decreased by the Required Lenders in their sole reasonable discretion. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Loans. A request for a Loan shall be made or shall be deemed to be made, each in the following manner: the Borrower shall give the Agent not less than ten (10) Business Days’ notice, no later than 12:30 p.m. on any Business Day, of its request for a Loan, in which notice the Borrower shall specify the amount of the proposed Loan and the proposed borrowing date; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default. Each request for a Loan shall be accompanied by the items specified on Exhibit A hereto (the “Advance Request Package”). In the event the Advance Request Package is incomplete, or in the event that the Agent has questions about the contents of the Advance Request Package, or in the event the Agent otherwise determines, in its sole and absolute discretion, that there are additional items that need to be submitted in addition to the Advance Request Package, then the Agent shall so notify the Borrower within two (2) Business Days of the Agent’s receipt of Borrower’s initial submission of said Advance Request Package, whereupon the Agent and the Borrower shall endeavor in good faith to resolve the foregoing anomalies. The Lenders shall have no obligation to make any Loan unless and until the Agent is satisfied with the applicable Advance Request Package in its sole and absolute discretion. Nothing contained in the previous sentence shall be construed to alter, limit or waive the discretionary nature of all Loans in general as set forth in the first paragraph of this Section 1.1. Each Lender shall agrees, to the extent of its Lending Amount set forth beside its signature on the signature pages of this Agreement, severally and not jointly with the other Lenders, upon the terms and subject to the conditions set forth herein, to make Loans to the Borrower from time to time, on any Business Day during Availability Periodif the Agent has agreed, in an aggregate amount equal its sole and absolute discretion, to the product of (x) the aggregate amount requested make such Loan. Each Loan shall be funded by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) Lenders on a Pro Rata basis in accordance with their respective Lending Amounts. Subject to its receipt of notice from Agent of a Loan, each Lender shall timely honor its Lending Amount by funding its Pro Rata share of each Loan that is properly requested and that the terms hereof; provided, that (i) Borrower is entitled to receive under this Agreement. The Agent shall endeavor to notify the Principal Outstanding Amount Lenders of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent a Loan (and the Agent shall promptly distribute a copy of any such request to each of the Lendersor deemed request), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur by 1:30 p.m. on the last Business Day of a calendar quarterproposed funding date. Each request by the Borrower pursuant to the immediately preceding sentence Lender shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by deposit with Agent an amount equal to its Applicable Percentage Pro Rata share of the Loan requested or deemed requested by the Borrower at the Agent's designated bank in immediately available funds not later than 3:00 p.m. on the date of funding of such Loan, unless the Agent's notice to Lenders is received after 1:30 p.m. on the proposed funding date, in which event Lenders shall deposit with Agent their respective Pro Rata shares of the requested increase amountLoan on or before 11:00 a.m. of the next Business Day. Each LenderSubject to its receipt of such amounts from the Lenders, acting in its sole discretion and with no obligation to increase its Tranche A Committed Agent shall make the proceeds of the Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall received by written notice it available to the Borrower by disbursing such proceeds in accordance with the Borrower's disbursement instructions set forth in the applicable Loan Request. Neither the Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Loan, the wire transfer of which was initiated by the Agent in accordance with wiring instructions provided to the Agent. Unless the Agent shall have been notified in writing by a Lender prior to the proposed time of funding that such Lender does not intend to deposit with the Agent an amount equal such Lender's Pro Rata share of the requested Loan, Agent may assume that such Lender has deposited or promptly will deposit its share with the Agent and the Agent advise may in its discretion, disburse a corresponding amount to the Borrower and on the applicable funding date. If a Lender's Pro Rata share of such Loan is not in fact deposited with the Agent, then, if the Agent whether or not has disbursed to the Borrower an amount corresponding to such share, then such Lender agrees to accept all or any portion of such increase pay, and in addition the Borrower agrees to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitrepay, as applicable; provided that such notice shall be delivered to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is disbursed by the Agent to or for the benefit of the Borrower until the date such amount is paid or repaid to the Agent, (a) in the case of the Borrower, at the interest rate applicable to such Loan and (b) in the case of such Lender, at the Wall Street Journal Prime Rate. If such Lender repays to the Agent such corresponding amount, such amount so repaid shall constitute a Loan, and if both such Lender and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any shall have repaid such Lender may accept all of its Applicable Percentage of such increasecorresponding amount, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation promptly return to the Borrower specifying the new Tranche such corresponding amount in same day funds. A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit notice from Agent submitted to any Lender with respect to amounts owing under this paragraph shall be in a minimum amount conclusive, absent manifest error. The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of USD 1,000,000, and shall be conditioned on the payment each Loan requested by the Borrower as follows: the proceeds of each Loan requested under this Section 1.1 shall be disbursed by the Agent in lawful money of the United States of America in immediately available funds, by credit to any fee account of the Borrower at the Agent or by wire transfer or Automated Clearing House (ACH) transfer to such bank accounts as may be agreed upon by the Borrower and the Agent in connection with such increasefrom time to time, or elsewhere if pursuant to a written direction from the Borrower.

Loans. (a) Subject to On the terms and conditions of this Agreement, each Lender shall make Loans subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article Four), the Borrower may from time to time, time on any Business Day during Availability the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, however, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Credit Suisse Lender Group in its discretion; provided further, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Atalaya Lender Group, the Agent for the Atalaya Lender Group shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Atalaya Lender Group in its discretion. For purposes of clarity, unless at the time of any Lender Advance (x) the aggregate outstanding principal balance of the Class A Loans is equal to the Class A Aggregate Commitment or (y) the aggregate outstanding principal balance of the Class B Loans is equal to the Class B Aggregate Commitment, no Lender Advance may consist of any one single class. (b) No later than 12:00 p.m., New York City time, two (2) Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent, the Collateral Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Collateral Agent and the Paying Agent): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Class A Borrowing Base and the Total Borrowing Base (calculated as of the previous Determination Date or, with respect to the initial Funding Date or any Receivables added or to be added to the Collateral following such Determination Date, but prior to or on such date of determination, the related Cutoff Date), each as of the date the Loan is requested and the Principal Amount of the Class A Loan and Class B Loan requested, and the Class A Loan and the Class B Loan shall each be in an amount at least equal to $250,000 or integral multiples of $10,000 in excess thereof; and (ii) an updated Schedule of Receivables that includes each Receivable, if any, that is to be purchased by the Borrower with the proceeds of the proposed Loan. (a) Following receipt by the Administrative Agent, the Collateral Agent, the Agents and the Lenders of a Funding Request during the Revolving Period, (i) each Conduit Lender (if any) may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), and (ii) each Committed Lender, to the extent not made by the Conduit Lender in its Lender Group (if any), severally agrees to make its Lender Advance of any Loan requested by the Borrower, in each case, subject to the conditions contained herein, in an aggregate amount equal to the product of Loan so requested. (xb) In no event shall: (iii) a Committed Lender be required on any date to fund a Principal Amount that would cause the aggregate amount requested by the Borrower and (y) Loans Outstanding with respect to such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such Committed ▇▇▇▇▇▇’s Loans (Lender Group, as determined after giving effect to any Loan) shall not in any event such funding, to exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Commitment; (iv) any Loan Limitbe requested hereunder, (iii) nor shall any Lender be obligated to fund its Lender Advance of any Loan, to the Tranche B Principal Outstanding Amount (extent that after giving effect to any such Loan) of such ▇▇▇▇▇▇’s Tranche B , the Loans does not Outstanding that are Class A Loans would exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche Class A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit Borrowing Base or the Tranche B Committed Loan Limit, as applicable Loans Outstanding would exceed the Total Borrowing Base (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective calculated as of the relevant Commitment Increase previous Determination Date or, with respect to any Receivables added or to be added to the Collateral following such Determination Date, and but prior to or on such date of determination, the Agent will deliver a written confirmation related Cutoff Date); (v) any Loan be requested hereunder if it shall cause more than two (2) Funding Dates to occur in any one (1) calendar week; and (vi) the Borrower specifying Principal Amount of the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any Loans made on any Funding Date exceed the Available Amount on such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseday.

Loans. (a) Subject to On the terms and conditions of set forth herein, including this AgreementSection and Article Four, each Lender shall make Loans to the Borrower may from time to time, time on any Business Day during Availability Periodthe Revolving Period on which no Stop-Funding Event exists, request that each Lender make an advance (the aggregate amount of such advances on a Funding Date, a "Loan") in the amount of each such Lender's Lender Advance, to the Borrower on a Funding Date. Any such Loan may be made by a Conduit Lender in its sole discretion, and if not made by such Conduit Lender, either (i) shall be made by the related Committed Lender, to the extent that such Loan would not cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Mandatory Commitment, or (ii) may be made by the related Committed Lender in its sole discretion, to the extent that such Loan would cause the portion of the Loans Outstanding funded by such Lender Group, determined after giving effect to such funding, to exceed its Mandatory Commitment but be less than or equal to its Commitment. For the avoidance of doubt, neither any Conduit Lender nor any related Committed Lender shall have any obligation on any date to fund an amount that would cause its Lender Percentage of the Loans Outstanding, determined after giving effect to such funding, to exceed its Mandatory Commitment. (b) No later than 3:00 p.m., New York City time, two Business Days prior to a proposed Funding Date, the Borrower shall notify the Administrative Agent and the Agents of such proposed Funding Date and Loan by delivering to the Administrative Agent and the Agents (with a copy to the Account Bank): (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base as of the date the Loan is requested (including all components of such calculation, including any Excess Concentration Amounts) and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $1,000,000 or integral multiples of $100,000 in excess thereof (or, if less, an amount equal to the Aggregate Commitment after giving effect to any payments on the related Payment Date if the Funding Date occurs on a Payment Date); and (c) Following receipt by the Administrative Agent and the Agents of a Funding Request, and prior to the Termination Date, each Lender Group severally agrees to make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.01(b), subject to the conditions contained herein, in an aggregate amount equal to the product Loan so requested. (d) In no event shall: (i) a Lender be required to fund a Principal Amount that would cause its Lender Percentage of (x) the aggregate amount requested by the Borrower and (y) Loans Outstanding, determined after giving effect to such Lender’s Applicable Percentagefunding, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofexceed its Mandatory Commitment; provided, that any Lender may elect, in its sole discretion, to fund any such Principal Amount; (iii) a Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (Outstanding, determined after giving effect to such funding, to exceed its Commitment; (iii) any Loan be requested hereunder, nor shall any Lender be obligated to fund its Lender Advance of any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) to the Tranche A Principal Outstanding Amount (extent that after giving effect to any such Loan) of such ▇▇▇▇▇▇’s Tranche A , the Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not would exceed the Tranche B Committed Loan Limit and Borrowing Base; (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy Principal Amount of any Loan exceed the Available Amount on such request to each of the Lenders), no later day; and (v) more than twelve (12) one Loan be funded on any Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseDay.

Loans. (a)  Subject to the terms and conditions of this Agreementset forth herein, each Lender shall severally agrees to make Loans loans (each such loan, a “Revolving Loan”) to the Parent Borrower in Dollars and to the Canadian Borrower in either Dollars or Canadian Dollars from time to time, time on any Business Day during the Availability Period, Period in an aggregate amount equal not to exceed at any time outstanding the product amount of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereofRevolving Commitment; provided, however, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any LoanRevolving Borrowing, (i) the Total Revolving Outstandings shall not in any event exceed such Lender’s Committed Loan Limitthe Aggregate Revolving Commitments, (ii) the Tranche A Principal aggregate Outstanding Amount (after giving effect to of the Revolving Loans of any Loan) Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such ▇▇▇▇▇▇Lender’s Tranche A Applicable Percentage of the Outstanding Amount of all Swing Line Loans does shall not exceed such ▇▇▇▇▇▇Lender’s Tranche A Committed Loan Limit, Revolving Commitment and (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does Total Revolving Canadian Outstandings shall not exceed the Tranche B Committed Loan Limit Canadian Borrower Sublimit. Within the limits of each Lender’s Revolving Commitment, and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase subject to the Agent (other terms and conditions hereof, the Agent shall promptly distribute a copy of any such request to each of the Lenders)Borrowers may borrow under this Section 2.01, no later than twelve (12) Business Days prior prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans, Eurodollar Rate Loans or CDOR Rate Loans, as further provided herein. Notwithstanding anything to the date contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan or CDOR Rate Loan. Each Lender at its option may make Revolving Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan, by advising the Administrative Agents that such increase is requested to be made effective (the effective date domestic or foreign branch or Affiliate of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of will make such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”)Revolving Loan. Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject Each Bank severally agrees, subject to the terms and conditions of this Agreement, each Lender shall from time to time on or after the date hereof and prior to the Maturity Date, to make Loans to the Borrower Company in an aggregate principal amount at any one time outstanding up to but not exceeding such Bank's Commitment at such time. Subject to the conditions precedent in this Agreement, any Loan repaid prior to the Maturity Date may be reborrowed prior to the Maturity Date pursuant to the terms of this Agreement. All outstanding principal of, accrued and unpaid interest on, and accrued and unpaid fees with respect to, the Loans shall be due and payable on May 3, 2000; PROVIDED, HOWEVER, that (PROVIDED that no Default shall have occurred and be continuing) the Maturity Date may be extended for one or more successive periods of 364 days each pursuant to SECTION 2.1(C); and PROVIDED FURTHER, that the Company may elect, by written notice to the Agent delivered no later than 30 days prior to the then-effective Maturity Date, to repay the principal of all Loans outstanding as of such Maturity Date in one installment, which shall be due and payable 364 days after such Maturity Date. In the event the Company elects in accordance with this Agreement to repay the Loans in one installment, the outstanding principal balance of such Loans shall bear interest at a rate per annum equal to the Eurodollar Rate from time to time, on any Business Day during Availability Period, time in an aggregate amount equal effect plus the Eurodollar Margin from time to time in effect pursuant to the product Pricing Schedule. Facility Fees shall continue to accrue and be payable during the period of (x) the aggregate amount requested by the Borrower and (y) any such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedextension. (b) The Borrower may request Notwithstanding anything in this Agreement to the contrary, (i) no Bank shall be required to have Loans at any one time outstanding in an increase amount which shall exceed in the aggregate Tranche A Committed such Bank's Commitment, and (ii) if a Bank fails to make a Loan Limits and/or as and when required hereunder and the aggregate Tranche B Committed Loan Limits by delivering Company subsequently makes a written request for repayment on the Notes, such increase repayment shall be split among the non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amountdefaulting Bank) until each Bank has its Commitment Percentage of all outstanding Loans. Each LenderAny balance of such repayment shall be divided among all Banks in accordance with their respective Commitment Percentages. (c) The Company may request that Banks extend the Maturity Date for additional successive 364-day periods. Should the Company desire that the Banks so agree, acting it shall make such request in its sole discretion writing (an "EXTENSION REQUEST") not earlier than 75 days and not later than 55 days before the then-current Maturity Date and shall provide the Banks with no obligation to increase its Tranche A Committed Loan Limit all such information in connection with such request that any Bank (through the Agent) may require. (i) The Banks may, at their option, accept or its Tranche B Committed Loan Limit pursuant to this Section, shall reject such Extension Request by giving written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer earlier than five (5) Business Days 40 days prior to (but no later than 30 days prior to) the Commitment Increase then-current Maturity Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or (the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”"RESPONSE DATE"). If any Lender Bank shall not have responded affirmatively within fail to give such notice to the Increase Approval PeriodAgent by the Response Date, such Lender Bank shall be deemed to have rejected the Borrower’s request requested extension. If the Extension Request is not consented to by Banks holding at least 51% of the Commitments by the Response Date, the Extension Request will be rejected, and the Maturity Date will not be extended. If the Banks holding at least 51% of the Commitments consent to the Extension Request by the Response Date, the Maturity Date for those Banks consenting to the extension (for purposes of this SECTION 2.1(C), the "ACCEPTING BANKS") shall be automatically extended to the date which is the 364th day after the then-current Maturity Date. (ii) If the Extension Request is consented to by Banks holding not less than 51% of the Commitments, but fewer than all Banks (any Bank not consenting to the Extension Request being referred to as a "REJECTING Bank"), the Agent shall, within 48 hours of making such determination, notify the Accepting Banks and the Company of the aggregate Commitments held by the Rejecting Banks (the "REJECTED AMOUNT"). Each Accepting Bank shall have the right, but not the obligation, to elect to increase its respective Commitment by an amount not to exceed the Rejected Amount, which election shall be made by notice from each Accepting Bank to the Agent given not later than five days after the date notified by the Agent, specifying the amount of such proposed increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the LendersAccepting Bank's Commitment. If the Agent and any Increasing Lender aggregate amount of the proposed increases in the Commitments of all Accepting Banks making such an election does not equal or exceed the Rejected Amount, the Company shall have the right to add one or more financial institutions (which mustare not Rejecting Banks and which are Eligible Assignees) as Banks (each a "PURCHASING BANK") to replace such Rejecting Banks, which Purchasing Banks shall have aggregate Commitments not greater than those of the Rejecting Banks (less any increases in the Commitments of Accepting Banks, as described in the following CLAUSE (III)). The transfer of Commitments and outstanding Borrowings from Rejecting Banks to Purchasing Banks or Accepting Banks shall take place (on or prior to the then-current Maturity Date) on the effective date of, and pursuant to the execution, delivery and acceptance of, an Assignment and Acceptance in accordance with the procedures set forth in SECTION 12.6. (iii) (A) If less than 100% of the Commitments are extended (whether by virtue of the Company's failure to request an extension of the Aggregate Commitment or by virtue of any eventBank's not consenting to any Extension Request), include each Qualified Lenderthe Commitments shall automatically be reduced on the Maturity Date by an amount equal to (as the case may be) agrees to such increase (such agreement i) the portion of the Commitments not requested to be granted or withheld extended by the Company in its sole discretion), such increase will be effective as Extension Request or (ii) the amount of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation Rejected Amount (to the Borrower specifying extent not replaced by Accepting Banks or Purchasing Banks pursuant to the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limitprocedures set forth in SECTION 2.1(C)(II)). Notwithstanding the foregoing, as applicableeach Rejecting Bank's outstanding Loans (after giving effect to the replacement of the Rejected Amount by Accepting Banks or Purchasing Banks pursuant to SECTION 2.1(C)(II)) may, or each Increasing Lender. Any such increase in at the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall Company's option, be repaid in a minimum amount of USD 1,000,000, and shall be conditioned on single installment due 364 days after the payment by the Borrower of any fee agreed by the Borrower and the Agent then-current Maturity Date as provided in connection with such increaseSECTION 2.1(A).

Loans. (a) Subject Unless otherwise agreed by the Managing Lender, (i) each Loan shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the terms and conditions of this AgreementBorrowing Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof by telecopier, and (ii) notice of a Loan (a "Notice of Borrowing") may only be given on the first or second day of each Calendar Week. Each Notice of Borrowing shall be by telephone, confirmed immediately in writing, or telecopier, substantially in the form of Exhibit A, specifying therein the requested (i) Borrowing Date and (ii) aggregate amount of such Loan. Each Notice of Borrowing shall be accompanied by a Cash Report for the Calendar Week immediately preceding such Notice of Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the Borrowing Date, make Loans available to the Borrower from time to time, on any Business Day during Availability PeriodAdministrative Agent, in an aggregate amount equal to same day funds, such Lender's Ratable Share of such Loan. After the product Administrative Agent's receipt from the Lenders of (x) the aggregate amount funds requested by the Borrower and (y) upon fulfillment of the conditions to such Lender’s Applicable PercentageLoan set forth in this Agreement, by making immediately available the Administrative Agent will disburse or make such funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedBorrower. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower may request proposed Loan requested in each Notice of Borrowing shall be in an increase increment of $250,000 and shall not be less than $1,000,000 in the aggregate Tranche (or such lesser increment or amount as is agreed to by the Managing Lender). A Committed Notice of Borrowing shall not be honored if and to the extent that such Notice of Borrowing seeks a Loan Limits and/or in an amount that would cause the aggregate Tranche B Committed Loan Limits outstanding principal amount of the Loans to exceed the Aggregate Commitment Amount. In addition, unless otherwise agreed by delivering the Managing Lender, a written request for such increase Notice of Borrowing shall not be honored (i) if and to the Agent (and extent that such Notice of Borrowing seeks a Loan in an amount that exceeds the Agent shall promptly distribute a copy amount of any such request to each of cash required by the Lenders), no later than twelve (12) Business Days prior to Loan Parties through the date that such increase is two weeks after the proposed Borrowing Date as reflected in the Approved Budget after taking all available cash of the Loan Parties into consideration as reflected in the Cash Report for the immediately preceding Cash Report, or (ii) if a Default or an Event of Default has occurred and is continuing. Unless otherwise agreed by the Managing Lender, the Lenders shall not be required to extend Loans to the Borrower more frequently than once per Calendar Week. In conjunction with the consummation of the Joint Plan, if requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant in writing, the Required Lender may, but shall be under no obligation to, approve additional Loans up to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an aggregate amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five Unfunded Commitments. (5c) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender Nothing herein shall be deemed to have rejected require the Administrative Agent to expend its own funds or advance any money, on behalf of the Lenders, to the Borrower’s request for an increase . (d) The failure of any Lender to make its Ratable Share of any Loan available to the Administrative Agent in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion accordance with this Agreement shall not relieve any other Lender of the Increase Approval Periodits obligation, the Agent shall notify the Borrower of the results if any, under this Agreement to make its Ratable Share of such request Loan on the relevant Borrowing Date; however, no Lender shall be responsible for the failure of any other Lender to make its Ratable Share of any Loan available to the Lenders. If the Administrative Agent and on any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Borrowing Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. In connection with the transfer of the Loans, Seller and Buyer agree as provided below: (a) Subject Buyer and Seller will cooperate and use commercially reasonable efforts to cause Buyer to become the terms beneficiary under any credit life, accident and conditions of this Agreementhealth, each Lender shall make Loans to the Borrower from time to timevendor’s single interest premium, or similar insurance purchased by or on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount behalf of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) customer on the Tranche A Principal Outstanding Amount (after giving effect to any Loan) Loans. For the duration of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limitinsurance, (iii) Seller and Buyer agree to cooperate in good faith to develop a mutually satisfactory method by which the Tranche B Principal Outstanding Amount (after giving effect to any Loan) issuer of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed insurance will make rebate payments to and satisfy valid claims of the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied.holders of such policies of insurance after the Effective Time; (b) The Borrower may request an increase in Each of Buyer and Seller will use commercially reasonable efforts to comply with all notice and reporting requirements of the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase documents or of any law or regulation with respect to the Agent transfer of such Loans; (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve c) At least fifteen (1215) Business Days days prior to the date that such increase Closing Date (or if a shorter period is requested to be made effective (the effective date allowed by law, following receipt of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days regulatory approvals but prior to the Commitment Increase Date therefor(the “Increase Approval Period”Closing Date). Any , Seller will, at its expense, send to Loan customers payment information or payment notices with Buyer’s payment address; (d) Within thirty (30) days after the Closing Date, Buyer will, at its expense, issue new coupon books or similar payment notices for payment of the Loans with instructions to use Buyer’s coupons or statements and to destroy unused coupons furnished by Seller; (e) For a period of ninety (90) days beginning with the Closing Date, within three (3) business days after receipt by Seller of any check or money order made payable to Seller representing payment on a Loan, Seller shall indorse such Lender may accept all instrument as payable to Buyer, without recourse, and forward the item to Buyer for credit to the Loan; and (f) If the balance due on any Loan has been reduced by Seller as a result of its Applicable Percentage of such increasea payment by check received prior to the Closing Date, a portion of such increasewhich item is returned after the Closing Date, or decline to accept any of such increase in its Tranche A Committed the asset value representing the Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender transferred shall be deemed to have rejected the Borrower’s request for correspondingly increased and an increase amount in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees cash equal to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment paid by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseBuyer to Seller promptly upon demand.

Loans. (a) Subject to the terms and conditions of this Agreementhereof, each Lender shall severally agrees to make Loans a loan (individually, an “Initial Loan” and collectively, the “Initial Loans”) to the Borrower from time to time, on any Business Day during Availability Periodthe Closing Date, in an aggregate principal amount equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedCommitment. (b) The Loan Commitments shall terminate on the earliest of (i) the consummation of the Acquisition without any borrowing under this Agreement, (ii) the termination or lapse of the Merger Agreement, (iii) any date on which the Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase provides notice to the Agent Lenders that it does not intend to proceed with the Acquisition, and (and iv) 5:00 p.m., New York City time, on December 31, 2004, if the Initial Loans are not made on or before such date. (c) Unless the Administrative Agent shall promptly distribute have received notice from a copy of any such request to each of the Lenders), no later than twelve (12) Business Days Lender prior to the date Closing Date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by will not make an amount equal to its Applicable Percentage of Loan Commitment available to the requested increase amount. Each LenderAdministrative Agent, acting the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in its sole discretion accordance with Section 2.03, and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Sectionthe Administrative Agent may, shall by written notice in reliance upon such assumption, make available to the Borrower and on such date a corresponding amount. If the Administrative Agent advise shall have so made funds available then, to the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided extent that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within made such portion available to the Increase Approval PeriodAdministrative Agent, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify and the Borrower of the results of such request severally agree to repay to the Lenders. If Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to date such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation amount is made available to the Borrower specifying until the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any date such increase amount is repaid to the Administrative Agent at (i) in the Tranche A Committed Loan Limit and/or case of the Tranche B Committed Loan Limit Borrower, the interest rate applicable at the time to the Initial Loans hereunder and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be in a minimum amount conclusive absent manifest error). (d) The failure of USD 1,000,000, any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Loan Commitments of the Lenders are several and no Lender shall be conditioned on responsible for any other Lender’s failure to make Loans as required. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the payment by obligation of the Borrower to repay such Loan in accordance with the terms of any fee agreed by the Borrower and the Agent in connection with such increasethis Agreement.

Loans. (a1) Subject to the terms and conditions of this Agreementand relying on the representations and warranties contained herein, each Lender shall make Loans to the Borrower from time to time, (A) on any Business Day during Availability Periodfrom and after the Closing Date, in an aggregate amount equal but prior to the product Maturity Date, each US Revolving Lender severally agrees to make revolving credit loans in Dollars (each a "US Revolving Credit Loan") to the US Borrowers, (B) on any Business Day from and after the Closing Date, but prior to the Maturity Date, each Canadian Lender severally agrees to make revolving credit loans in either Dollars or C$ and including by means of B/As (xeach a "Canadian Revolving Credit Loan") to the Canadian Borrowers, (C) on any Business Day from and after the Closing Date, but prior to the Maturity Date, the US Swingline Lender agrees to make revolving swingline loans in Dollars (each a "US Swingline Loan") to the US Borrowers, and (D) on any Business Day from and after the Closing Date, but prior to the SOFA Commitment Termination Date, each SOFA Lender severally agrees to make revolving credit loans in Dollars (each a "SOFA Loan") to the US Borrowers. From and after the date of this Agreement but prior to the Maturity Date, at the request of the US Borrowers and subject to the approval of the Administrative Agent and the Required Revolving Lenders, one or more Persons may agree to become a party to this Agreement as a Term Lender hereunder and make Dollar Denominated term loans ("Term Loans") to the US Borrowers hereunder. Any such agreement shall be evidenced by the execution and delivery by the US Borrowers, such Term Lender(s) and the Administrative Agent of a Term Lender Joinder Agreement setting forth (A) the aggregate commitment of such Term Lender(s) to make Term Loans, including the amount requested thereof (for each Term Lender, its "Term Commitment"), (B) the Applicable Margin applicable to Term Loans held by the Borrower such Term Lender (which may be a floating margin in accordance with a pricing grid), and (yC) the date on which the proceeds of such Lender’s Applicable Percentage, by making immediately available funds Term Loans are to be made available to the Agent (or an account designated by US Borrowers. Upon the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit execution and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy delivery of any such request Term Lender Joinder Agreement, the US Borrowers shall issue to each of Term Lender party thereto Term Notes to evidence the Lenders), no later than twelve (12) Business Days prior to the date that Term Loans made by such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower Term Lender pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseTerm Commitment.

Loans. (a1) Subject to the terms and conditions of this Agreementand relying on the representations and warranties contained herein, each Lender shall make Loans to the Borrower from time to time, (A) on any Business Day during Availability Periodfrom and after the Closing Date, in an aggregate amount equal but prior to the product Maturity Date, each US Revolving Lender severally agrees to make revolving credit loans in Dollars (each a "US REVOLVING CREDIT LOAN") to the US Borrowers, (B) on any Business Day from and after the Closing Date, but prior to the Maturity Date, each Canadian Lender severally agrees to make revolving credit loans in either Dollars or C$ and including by means of B/As (xeach a "CANADIAN REVOLVING CREDIT LOAN") to the Canadian Borrowers, and (C) on any Business Day from and after the Closing Date, but prior to the Maturity Date, the US Swingline Lender agrees to make revolving swingline loans in Dollars (each a "US SWINGLINE LOAN") to the US Borrowers. (2) From and after the date of this Agreement but prior to the Maturity Date, at the request of the US Borrowers and subject to the approval of Administrative Agent and Required Revolving Lenders, one or more Persons may agree to become a party to this Agreement as a Term Lender hereunder and make Dollar Denominated term loans ("TERM LOANS") to the US Borrowers hereunder. Any such agreement shall be evidenced by the execution and delivery by the US Borrowers, such Term Lender(s) and Administrative Agent of a Term Lender Joinder Agreement setting forth (A) the aggregate commitment of such Term Lender(s) to make Term Loans, including the amount requested thereof (for each Term Lender, its "TERM COMMITMENT"), (B) the Applicable Margin applicable to Term Loans held by the Borrower and such Term Lender (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) which may be a floating margin in accordance with the terms hereof; provideda pricing grid), that and (iC) the Principal Outstanding Amount date on which the proceeds of such ▇▇▇▇▇▇’s Term Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested are to be made effective (available to US Borrowers. Upon the effective date execution and delivery of any Term Lender Joinder Agreement, US Borrowers shall issue to each Term Lender party thereto Term Notes to evidence the Term Loans made by such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower Term Lender pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseTerm Commitment.

Loans. (a) Subject to On the terms and conditions of this Agreement, each Lender shall make Loans subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article Four), the Borrower may from time to time, time on any Business Day during Availability the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in an the amount of each such Conduit Lender’s or Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, that, solely with respect to the initial Class B Loans, the Class B Lenders shall make the related Lender Advance on the Class B Initial Funding Date; provided further, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall have the right to reallocate the aggregate amount equal of such requests among the Lenders in the Credit Suisse Lender Group in its discretion; provided further, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the product amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Atalaya Lender Group, the Agent for the Atalaya Lender Group shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Atalaya Lender Group in its discretion. For purposes of clarity, unless at the time of any Lender Advance (x) the aggregate amount requested by outstanding principal balance of the Borrower and Class A Loans is equal to the Class A Aggregate Commitment or (y) such Lender’s Applicable Percentage, by making immediately available funds available the aggregate outstanding principal balance of the Class B Loans is equal to the Agent (or an account designated by the Agent) Class B Aggregate Commitment, no Lender Advance may consist of any one single class, except in accordance connection with the terms hereof; provided, that (i) initial Funding Date and the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche Class B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedInitial Funding Date. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no No later than twelve 12:00 p.m., New York City time, two (122) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increasea proposed Funding Date, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant shall notify the Administrative Agent, the Collateral Agent, the Agents and the Lenders of such proposed Funding Date and Loan by delivering to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Administrative Agent and the Borrower no fewer than five Agents (5) Business Days prior with a copy to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Collateral Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.Paying Agent):

Loans. (a) Subject to the terms and conditions of this set forth herein and in the Credit Agreement, (i) each Lender shall person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and not jointly, to make Loans a New Loan to the Borrower from time to time, on any Business Day during Availability Period, the Amendment Effective Date in an aggregate principal amount equal not to exceed the product amount set forth opposite its name on Schedule I hereto and (ii) from and after the making of (x) the aggregate amount requested New Loans on the Amendment Effective Date, each New Loan shall be a “Tranche B Term Loan” and a “Loan”, and each New Lender shall be a “Tranche B Term Loan Lender” and a “Lender”, under the Credit Agreement. The proceeds of the New Loans shall be used by the Borrower solely to make the Loan Repayment (as defined below) and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) pay fees and expenses incurred in accordance with the terms hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedconnection therewith. (b) The On the Amendment Effective Date, the Borrower may request an increase in shall repay all Old Loans outstanding under the aggregate Tranche A Committed Credit Agreement, together with accrued and unpaid interest thereon, with the proceeds of the New Loans and cash on hand of the Borrower (the “Loan Limits and/or Repayment”). Upon the aggregate Tranche B Committed Borrower’s making of the Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to Repayment, each of the Lenders receiving such Loan Repayment, other than those lenders that are New Lenders), shall cease to be a party to the Credit Agreement and shall be released from all further obligations thereunder and shall have no later than twelve further rights thereunder or any rights to or interest in any Collateral; provided, however, that such Lenders shall continue to be entitled to the benefits (12in accordance with the Credit Agreement) Business Days of Sections 2.10, 2.11, 5.4 and 13.5 of the Credit Agreement as in effect immediately prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Amendment Effective Date”); provided further, however, that each Commitment Increase the obligations of such Lenders pursuant to Section 12.7 of the Credit Agreement as in effect immediately prior to the Amendment Effective Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower shall continue pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseterms thereof.

Loans. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, each Lender shall Laurus may make Loans loans (the “Loans”) to the Borrower Companies from time to time, on any Business Day time during Availability Periodthe Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the “Reserves”) and (y) an aggregate amount equal to (I) the Borrowing Base minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing $3,000,000 of the Loans funded on the Closing Date. From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $2,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the “Transferable Amount”) to the extent that the outstanding balance on the Revolving Note should equal or exceed $2,000,000, that portion of the balance of the Revolving Note that exceeds $2,000,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing Note (the “Next Unissued Serialized Note”); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the product Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (and the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount equal to the Minimum Borrowing Amount as a result of the issuance of such new serialized Minimum Borrowing Note). (xii) Notwithstanding the aggregate amount limitations set forth above, if requested by any Company, Laurus retains the Borrower right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion and in the case of Loans made by Laurus with the actual knowledge that such Loan exceeds such limitations and which are not protective in nature, on such terms and conditions mutually agreed to among Laurus and Companies. (yiii) such Lender’s Applicable PercentageIf any interest, by making immediately available funds available fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (iv) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (v) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or an account designated by items to which objection is made. (vi) During the Agent) Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof; provided, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increase.

Loans. (a) Subject to the terms and conditions of this Agreement, each from the Closing Date and until the Commitment Termination Date (i) Lender shall agrees (A) to make Loans available advances (each, a "DOMESTIC REVOLVING CREDIT ADVANCE") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount for any Borrower not to exceed the Domestic Borrowing Availability of such Borrower, and (ii) any Borrower may at the request of Leading Borrower as agent for such Borrower from time to timetime borrow, on any Business Day during Availability Periodrepay and reborrow Domestic Revolving Credit Advances, and may cause Lender to incur Letter of Credit Obligations, under this SECTION 1.1(a). (b) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date, (i) Lender agrees to make available to Leading Borrower only additional advances (each, a "FOREIGN REVOLVING CREDIT ADVANCE"), in an aggregate outstanding amount equal not to exceed the Foreign Borrowing Availability, and (ii) Leading Borrower (but not any Other Borrower) may from time to time borrow, repay and reborrow the Foreign Revolving Credit Advances, under this SECTION 1.1(b). Any Other Borrower may repay Foreign Revolving Credit Advances made to Leading Borrower to the product extent such repayments also constitute repayments of outstanding Permitted Intercompany Loans from Leading Borrower to such Other Borrower. (xc) Leading Borrower, as agent for each Borrower, shall request each Domestic Revolving Credit Advance, and Leading Borrower, for itself, shall request each Foreign Revolving Credit Advance, by written notice to Lender substantially in the form of EXHIBIT A (each a "NOTICE OF REVOLVING CREDIT ADVANCE") given no later than 12:00 P.M. (Chicago time) on the Business Day of the proposed advance Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (i) any Notice of Revolving Credit Advance believed by Lender to be genuine, and (ii) the aggregate amount requested assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to the contrary. As an accommodation to Borrowers, Lender may permit telephonic, electronic, or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by the any Borrower. Unless Borrowers specifically direct Lender in writing not to accept or act upon telephonic, facsimile or electronic communications from any Borrower, Lender shall have no liability to any Borrower for any loss or damage suffered by any Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by any Borrower and (y) Lender shall have no duty to verify the origin of any such Lender’s Applicable Percentagecommunication or the identity or authority of the Person sending it. The Domestic Revolving Credit Loan shall be evidenced by, by making immediately available funds available to the Agent (or an account designated by the Agent) and be repayable in accordance with the terms hereof; providedof, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Domestic Revolving Credit Notes and this Agreement. The Foreign Revolving Credit Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedevidenced by, and be repayable in accordance with the terms of, the Foreign Revolving Credit Note and this Agreement. (bd) The In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificates delivered to Lender by such Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase and other information available to the Agent (and the Agent Lender. Lender shall promptly distribute a copy of any such request to each of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with under no obligation to increase its Tranche A Committed Loan Limit make any further Revolving Credit Advance to any Borrower or its Tranche B Committed Loan Limit pursuant incur any other Obligation if any Borrower shall have failed to this Section, shall by written notice deliver any Borrowing Base Certificate to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent time specified in connection with such increaseSECTION 4.1(b).

Loans. The Borrower hereby agrees that from the Effective Date through the Waiver Termination Date (ahereinafter referred to as the "Waiver Period") Subject it will not borrow any Revolving Loans or Swing Line Loans (with the Swing Line Commitment Amount being reduced to zero during the Waiver Period) or request the issuance of any Letters of Credit other than: (b) Letters of Credit issued to replace any such Letters of Credit that are expiring or which have expired after the Effective Date ("Replacement Letters of Credit"), which are in Stated Amounts not exceeding the Stated Amounts of the expiring or expired Letters of Credit and, if the Replacement Letter of Credit is a standby Letter of Credit, such Replacement Letter of Credit replaces a standby Letter of Credit and is being issued not later than thirty (30) days past the expiry of the standby Letter of Credit being replaced; (c) Letters of Credit to be issued in the ordinary course of the Borrower's business ("Incremental Letters of Credit"), which Incremental Letters of Credit are in Stated Amounts which either (i) do not in the aggregate exceed the aggregate amount of Revolving Loans repaid after January 29, 1999 or (ii) are cash collateralized with the Administrative Agent, pursuant to documents in form and substance satisfactory to the Administrative Agent, by the Borrower in an amount at least equal to 110% of the Stated Amounts of such Incremental Letters of Credit; (d) additional Revolving Loans in an aggregate amount not to exceed $10,000,000 on the terms and conditions set forth in Section 4 (the "Additional Credit"). Except as set forth in subsections (a)-(d) above, the Lenders, the Swing Line Lender and the Issuer shall have no obligation to make Revolving Loans or Swing Line Loans or issue Letters of Credit during the Waiver Period, and from and after the Waiver Termination Date the obligations of the Lenders, the Swing Line Lender and the Issuer to make Revolving Loans and Swing Line Loans and to issue Letters of Credit shall be subject to the terms and conditions of this set forth in the Credit Agreement, each Lender shall make Loans to . The parties hereto hereby acknowledge and agree that the Borrower from time shall be permitted to timeretain the option of having Reimbursement Obligations (other than those Reimbursement Obligations arising out of any Incremental Letter of Credit which has been cash collateralized pursuant to Section 3(c) hereof) convert into Revolving Loans pursuant to Section 2.6.2 of the Credit Agreement and, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) so long as the aggregate amount requested by outstanding Revolving Loans plus the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, that (i) the Principal Outstanding Stated Amount of such ▇▇▇▇▇▇’s Loans all issued and outstanding Letters of Credit (other than Incremental Letters of Credit which have been cash collateralized pursuant to Section 3(c) hereof) after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does conversion do not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfied. (b) The Borrower may request an increase in the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase to the Agent (outstanding Revolving Loans and the Agent shall promptly distribute a copy Stated Amount of any such request to each all issued and outstanding Letters of the Lenders), no later than twelve (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur Credit on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to each Lender to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitEffective Date, as applicable, by an amount equal to its Applicable Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender conversion into Revolving Loans shall not have responded affirmatively within constitute the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion), such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseAdditional Credit.

Loans. (a) Subject Upon and subject to the terms and conditions of this Agreementset forth herein, each Lender shall agrees to, severally, but not jointly, make Loans to the Borrower available, from time to time, on any Business Day during Availability Perioduntil the Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor, advances (each, an "Advance") in aggregate amounts equal to such Lenders' Commitment Percentage of each such Loan requested or deemed requested hereunder up to an aggregate amount at any one time outstanding equal to the product of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable Percentage, by making immediately available funds available to 's Commitment Percentage of the Agent (or an account designated by the Agent) in accordance with the terms hereofMaximum Credit Loan; provided, however, that (i) the Principal Outstanding Amount aggregate principal amount of such ▇▇▇▇▇▇’s the Credit Loans (after giving effect to any Loanthe Loans requested) shall not in at any event given time exceed the Credit Borrowing Availability. The Lenders' obligation to make the initial Advance on the Closing Date shall be subject to Sections 2.1 and 2.2 and such Lender’s Committed Loan Limit, (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B Loans does initial Advances shall not exceed the Tranche B Committed Loan Limit aggregate amount of $37,500,000. The Lenders' obligation to make the second Advances shall be subject to Section 2.2 and such second Advances shall not exceed in aggregate the remaining undrawn amount of the Total Commitment. Each request for an Advance shall be given in writing (ivby telecopy, hand delivery, or United States mail) each other condition set forth in Article V by Borrower to Agent at the Agent's Charlotte, North Carolina office, by facsimile, given no later than 10:00 a.m. (Conditions Precedent Charlotte, North Carolina time) on the applicable LIBOR Determination Date with respect to Loansa proposed LIBOR Advance or on the Business Day of the proposed Prime Rate Option Advance. Each such notice (a "Notice of Advance") shall be satisfiedsubstantially in the form attached hereto as Exhibit J hereto, specifying therein the requested date, the amount of such Advance and such other information as may be required by Agent. Agent shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Advance believed by Agent to be genuine and in assuming that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for Agent shall have actual knowledge to the contrary. (b) The Borrower may request an increase in Each Lender's Credit Loans and the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits Borrower's obligation to repay such Credit Loans shall also be evidenced by delivering a written request for such increase Note payable to the Agent order of such Lender. The date and amount of each Advance and each payment of principal with respect thereto shall be recorded on the books and records of each such Lender, which books and records shall constitute prima facie evidence of the accuracy of the information therein recorded. (and c) Subject to the provisions of Section 10.8, Agent shall promptly distribute a copy notify Lenders of any such request notice of borrowing given or deemed given pursuant to each this Section 1.2 by 2:00 p.m. (Charlotte, North Carolina time) on the proposed borrowing date with respect to any Prime Rate Option Advance or on the applicable LIBOR Determination Date with respect to a LIBOR Advance. The notice from Agent to Lenders shall set forth the information contained in Borrower's Notice of the Lenders), no Advance. Not later than twelve 3:30 p.m. (12Charlotte, North Carolina time) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur on the last Business Day of a calendar quarter. Each request by the Borrower pursuant to the immediately preceding sentence shall constitute an invitation to proposed borrowing date, each Lender will make available to increase its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan LimitAgent, as applicablefor the account of Borrower, by at Agent's Office in funds immediately available to Agent, an amount equal to its Applicable such Lender's Commitment Percentage of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit or its Tranche B Committed Loan Limit pursuant to this Section, shall by written notice to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limit, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five (5) Business Days prior to the Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Tranche A Committed Loan Limit or the Tranche B Committed Loan Limit, as applicable (each Lender that so elects to increase its Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit, an “Increasing Lender”). If any Lender shall not have responded affirmatively within the Increase Approval Period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in full. Promptly following the conclusion of the Increase Approval Period, the Agent shall notify the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement Credit Loans to be granted or withheld in its sole discretion), made on such increase will be effective as of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limit, as applicable, or each Increasing Lender. Any such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum amount of USD 1,000,000, and shall be conditioned on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseborrowing date.