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 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. (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 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. 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 On the terms and subject to the conditions of set forth in 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) each Revolving Lender hereby agrees to make advances to or on behalf of the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans Borrower (after giving effect to any individually, a “Revolving Loan” and collectively the “Revolving Loans”) shall not in any event exceed such Lender’s Committed Loan Limit, and (ii) the Tranche A Principal Outstanding Amount Swingline Lender hereby agrees to make Swingline Loans to or on behalf of the Borrower (after giving effect individually, a “Swingline Loan” and collectively the “Swingline Loans”) from time to time on any Loandate (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end 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) Revolving Period; provided that there shall be satisfiedno more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency 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). Swingline Loans will only be funded in Dollars. The Borrower shall not request, and the Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan. (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 Each Term Lender hereby agrees to the Agent (and the Agent shall promptly distribute a copy of any such request make advances to each or on behalf of the Lenders), no later than twelve Borrower (12) Business Days prior to the date that such increase is requested to be made effective (the effective date of any such increaseindividually, a “Commitment Increase DateTerm Loan” and collectively the “Term Loans”); provided that each Commitment Increase Date must occur ) on the last Business Day of a calendar quarterrelated Funding Date, pursuant to an Assignment Agreement or on any Conversion Date in each case in an aggregate principal amount 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 Total Term Commitment at such time. Each request The Multicurrency Loans shall be made solely by the Borrower pursuant Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan or a Swingline Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist or (iii) the Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, (v) a violation of Applicable Law would occur or (vi) the Advance Rate Cap Condition is not satisfied. Subject 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 Limitterms of this Agreement, as applicable, by an amount equal to its Applicable Percentage of during 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 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. (a) Subject to all of the terms and conditions of this Agreementhereof, each Lender shall the Lenders hereby agree to make Loans revolving Loan Advances to the Borrower from under the Revolving Facility between the date hereof and the Revolving Facility Maturity Date; provided, that the (i) Total Outstandings shall at no time to time, on any Business Day during Availability Period, in an aggregate amount equal to exceed the product lesser of (xA) the aggregate amount requested by Total Commitment or (B) the Borrower Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Loan Amount”), and (yii) such Lender’s Applicable Percentage, by making immediately available funds available to the Agent (or an account designated by Total Revolving Outstandings shall not exceed the Agent) Total Revolving Commitments. Loan Advances made under the Revolving Facility only may be repaid and reborrowed in accordance with the provisions of this Agreement. (b) Subject to all of the terms and conditions hereof, each Lender hereby agrees to make a Loan Advance to the Borrower under the Term Facility on the date hereof in an amount equal to such Lender’s Term Commitment. The Term Facility may not be reborrowed under any circumstances, and, subject to the provisions of Section 2.1.1(d) below, shall be fully advanced upon the execution and delivery of the Loan Documents. (c) The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to advance more than its Commitment Percentage of a respective Loan including, without limitation, as a result of the failure of any Lender to fulfill its obligations hereunder. (d) Provided no Default or Event of Default shall then be in existence, the Borrower shall have the right, on one or more occasions prior to the Revolving Facility Initial Maturity Date, to elect to increase the Total Commitment; provided, however, that (i) the Principal Outstanding Amount amount of each such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) increase shall not be less than Ten Million Dollars ($10,000,000) or in any event exceed such Lender’s Committed Loan Limitincrements of Five Million Dollars ($5,000,000.00 ) in excess thereof, and (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) aggregate amount of all 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 increases shall not have responded affirmatively within cause the Increase Approval Period, such Lender shall be deemed Total Commitment 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 exceed Seven Hundred Fifty Million Dollars (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion$750,000,000), 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 Total Commitment shall be allocated to the Revolving Facility and/or the Tranche B Committed Loan Limit Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Revolving Facility and/or the Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in a minimum its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of USD 1,000,000, and such requested increase. Any Lender not responding within such time period shall be conditioned on the payment by the Borrower of any fee agreed by deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Term Facility and the Revolving Facility, and if such increase is not pro rata among the Revolving Facility and the Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Revolving Commitments and Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Revolving Facility and the Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1.1(d), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and Section 7.2.2, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The Borrower shall prepay amounts of the Loan outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.3.15) to the extent necessary to keep the outstanding Loan ratable with any revised Commitment Percentages arising from any non-ratable increase in the Commitments under this Section, with the amount of any increase in the Term Facility being funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.

Loans. (ai) Subject During the Commitment Period, subject to the terms and conditions of this Agreementhereof, each Lender shall agrees to 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) up to but not exceeding 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, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to the making of any LoanLoans in no event shall the Total Utilization of Commitments exceed the lesser of the (A) Commitments then in effect and (B) Loan Availability. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed during the Commitment Period. Each Lender's Commitment shall not expire on the Commitment Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in any event exceed full no later than such Lender’s Committed Loan Limit, date. (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$5,000,000 and integral multiples of $1,000,000 in excess thereof. (iii) Whenever Borrower desires that Lenders make Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Loan that is a Eurodollar Rate Loan shall be conditioned irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith. (iv) Notice of receipt of each Funding Notice in respect of Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 p.m. (New York City time) on the payment same day as Administrative Agent's receipt of such Notice from Borrower. (v) Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Credit Date by causing an amount of any fee agreed same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower and at the Administrative Agent's Principal Office or such other account as may be designated in writing to Administrative Agent in connection with such increaseby Borrower.

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 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. 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 the aggregate amount equal to at any time outstanding, will not exceed the product lesser of (x) (I) the aggregate amount requested by 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 Borrower “Reserves”) and (y) such Lender’s Applicable Percentagean amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Note evidencing the Loans funded on the Closing Date. The Companies hereby each acknowledge and agree that Laurus’ obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by making immediately available funds available Laurus) of the items and matters set forth in the closing checklist provided by Laurus to the Agent Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (or an account designated i) there shall exist no Event of Default, (ii) all representations, warranties and covenants made by the AgentCompanies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the 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. In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as of the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; and (ii) all representations, warranties and covenants made by the Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete as of such date. The Companies hereby agree to provide a certificate confirming the satisfaction of the Overadvance Conditions concurrently with the request for same. (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 and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (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 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, and such failure matures into an uncured Event of Default hereunder, 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), in the event of an uncured Event of Default or otherwise to protect its interest in the Collateral, 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 items to which objection is made. (vii) During the 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 made effective any Eligible Account, (the effective date of any such increase, a “Commitment Increase DateDelinquent Account”); provided that each Commitment Increase Date must occur on , the last Business Day of a calendar quarter. Each request by Companies shall jointly and severally (i) reimburse Laurus for 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 Loans made 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 respect to such increase Delinquent Account or (ii) immediately replace 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 Delinquent Account with such increasean otherwise Eligible Account.

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 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 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. (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 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. 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 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. (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 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 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. (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 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. (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 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 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 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. (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 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 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 to the terms and conditions of this Loan Agreement, each Lender hereby severally and not jointly shall from time to time make Loans loans (individually, a "Loan" and collectively, the "Loans") to the Borrower from time to timein ---- ----- Dollars, on any Business Day during Availability Period, from and including the Effective Date to but excluding the Termination Date in an aggregate principal amount equal at any one time outstanding up to but not exceeding the product lesser of (i) such Lender's Commitment and (ii) such Lender's Commitment Percentage of the Borrowing Base; provided, -------- however, that (x) the aggregate principal amount requested of Loans secured by Equipment ------- Loans at any time outstanding made by such Lender shall not exceed such Lender's Commitment Percentage of the Borrower aggregate Collateral Value of Eligible Equipment Loans and (y) the aggregate principal amount of Loans secured by Trade Receivables at any time outstanding made by such Lender shall not exceed such Lender’s Applicable Percentage's Commitment Percentage of the aggregate Collateral Value of Eligible Trade Receivables. All Loans shall be made by the Lenders proportionately to their respective Commitment Percentages, it being understood that no Lender shall be responsible for any failure by making immediately available funds available any other Lender to perform its obligation to make any Loan hereunder nor shall the Commitment of any Lender be increased or decreased as a result of any such failure. A Lender shall not be obligated to make a Loan pursuant to this Section 2.01 on any date to the Agent (or an account designated by the Agent) in accordance with the terms hereof; provided, extent that (i) the Principal Outstanding Amount aggregate principal amount of all outstanding Loans immediately after the making of such ▇▇▇▇▇▇’s requested Loan and all other Loans (after giving effect to any Loan) shall not in any event be made on such date would exceed such Lender’s Committed Loan Limitthe Maximum Credit, (ii) the Tranche A Principal Outstanding Amount (aggregate principal amount of all outstanding Loans secured by Equipment Loans immediately after giving effect to any Loan) the making of such ▇▇▇▇▇▇’s Tranche A requested Loan and all other Loans does not to be made on such date would exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit$200,000,000, or (iii) the Tranche B Principal Outstanding Amount (aggregate principal amount of all outstanding Loans secured by Trade Receivables immediately after giving effect to any Loan) the making of such ▇▇▇▇▇▇’s Tranche B requested Loan and all other Loans does not to be made on such date would exceed $100,000,000. Subject to the Tranche B Committed terms and conditions of this Loan Limit Agreement, during the term of this Loan Agreement the Borrower may borrow, repay 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 no event shall a Loan be made on a Funding Date when (i) any Default or Event of Default has occurred and is continuing or would exist after the making of such Loan on such Funding Date or (ii) a Letter of Credit Deficiency Event has occurred; provided, that if a Letter of Credit Deficient -------- Event is no longer continuing, the Lenders may, 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 their sole discretion, make Loans to the Agent (and the Agent Borrower. In no event 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 new Loan secured by Trade Receivables due from Amana or Coinmach be made effective (on a Funding Date when an Amana Trigger Event or a Coinmach Trigger Event, as the effective date case may be, has occurred and is continuing or would exist after the making of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur new Loan 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 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. hereunder (i) will be evidenced by the Borrower's grid Amended and Restated Revolving Promissory Note in the form of EXHIBIT A hereto (as the same may be amended or otherwise modified from time to time, the "Note") duly executed by the Borrower and (ii) will mature and bear interest as provided in the Note. If there is no default and/or Event of Default under this Agreement and/or the Note, the Borrower shall be entitled to request and receive Loans in accordance with the provisions of this Agreement. The Bank shall have no obligation to make Loans after the then applicable Maturity Date. (a) Subject to the terms extension provisions hereof, any Loans outstanding hereunder 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 all accrued 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) unpaid interest thereon shall be satisfieddue and payable on March 11, 2001 (the "First Maturity Date"). (b) The If, as of the date of the notice of the Borrower may request an increase referred to 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 (this PARAGRAPH and the Agent shall promptly distribute a copy of any such request to each of the Lenders)First Maturity Date, no later than twelve (12) Business Days prior to Event of Default and no event which with notice or the date that such increase is requested to lapse of time or both would become an Event of Default shall then be made effective (continuing, then the effective date of any such increaseBorrower, 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 Bank 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 thirty (530) Business Days days prior to the Commitment Increase First Maturity Date therefor(the “Increase Approval and not earlier than sixty (60) days prior to such date, shall have the option to extend the maturity of this facility for three (3) months (the "First Extension Period”") to June 11, 2001 (the "Second Maturity Date"). Any such Lender may accept all At the time the Borrower exercises the option to extend the term 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 this facility for 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 First Extension Period, it shall pay the Bank a non-refundable fee of $250,000; such Lender fee shall be deemed to have rejected payable in immediately available federal funds at 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 office of the Increase Approval PeriodBank first set forth above. (c) If, 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 of the notice of the Borrower referred to in this PARAGRAPH and the Second Maturity Date, no Event of Default and no event which with notice or the Agent will deliver a lapse of time or both would become an Event of Default shall then be continuing, then the Borrower, by written confirmation notice to the Bank not later than thirty (30) days prior to the Second Maturity Date and not earlier than sixty (60) days prior to such date, shall have the option to extend the maturity of this facility for three (3) months (the "Second Extension Period") to September 11, 2001 (the "Final Maturity Date"). At the time the Borrower specifying exercises the new Tranche A Committed Loan Limit and Tranche B Committed Loan Limitoption to extend the term of this facility for the Second Extension Period, as applicable, or each Increasing Lender. Any it shall pay the Bank a non-refundable fee of $250,000; such increase in the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit fee shall be payable in a minimum amount immediately available federal funds at the office 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 increaseBank first set forth above.

Loans. (a) Subject to the terms and conditions of set forth in this Agreement, each Lender shall of the 2026 Term Lenders severally agrees to make Loans a term loan (each, a “2026 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 2026 Term Lender’s 2026 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 2026 Term Loan which is repaid. (xb) Subject to the terms and conditions set forth in this Agreement, each of the 2027 Term Lenders severally agrees to make a term loan (each, a “2027 Term Loan”) to the Borrower in Dollars on the Second Amendment Effective Date, in an aggregate principal amount equal to such 2027 Term Lender’s 2027 Term Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing and the Total Exposure shall not exceed the Facility Cap. The Borrower may not re-borrow any portion of the 2027 Term Loan which is repaid. (c) Subject to the 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. (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 and upon the terms and conditions of this Agreementcontained herein, each Lender shall severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to the each Borrower from time to timetime in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower), on any Business Day during Availability Period, in an up to the aggregate amount outstanding for all Lenders at any time 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 lesser of: (i) the Principal Outstanding Amount of Borrowing Base at such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, time or (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of Maximum Credit at 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 satisfiedtime. (b) The On the terms and subject to the conditions hereof, each Borrower may request an increase in from time to time borrow, prepay and reborrow Revolving Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate Tranche A Committed Loan Limits and/or outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate Tranche B Committed Loan Limits by delivering a written request for amount of all Letter of Credit Obligations, would exceed such increase Lender’s Commitment. All Revolving Loans shall be subject to the Agent settlement among Lenders as provided for in Section 6.11 hereof. (and c) Upon 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 making of a calendar quarter. Each request by Special Agent Advance (whether before or after 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 occurrence of the requested increase amount. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit a Default 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 Event of Default) or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitby Agent as provided in Section 6.11, 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 increasewithout further action by any party hereto, 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 irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation to the Borrowerextent of such Lender’s request for an increase Pro Rata Share in such ▇▇▇▇▇▇Special Agent Advance or other Loan. To the extent that there is no settlement in accordance with Section 6.11 below, Agent, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any Special Agent Advance or other Loan, Agent shall promptly distribute to such Lender, such Lender’s Tranche A Committed Loan Limit and/or Pro Rata Share of all payments of principal and interest received by Agent in respect of such Special Agent Advance or other Loan. (d) Except in Agent’s discretion, with the Tranche B Committed Loan Limit in full. Promptly following consent of all Lenders, or as otherwise provided herein, (i) the conclusion aggregate amount of the Increase Approval PeriodLoans and the Letter of Credit Obligations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of Loans outstanding at any time based on Eligible Inventory shall not exceed the Inventory Loan Limit. (e) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceed the Maximum Credit, or (ii) except as otherwise provided herein, the Agent shall notify the Borrower aggregate principal amount of the results Revolving Loans and Letter of such request to Credit Obligations outstanding exceed the Lenders. If Borrowing Base, or (iii) the Agent and aggregate principal amount of Loans outstanding at 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 time based on Eligible Inventory exceeds 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 Inventory Loan Limit, as applicablesuch event shall not limit, waive or each Increasing Lender. Any otherwise affect any rights of Agent or Lenders in such increase in circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit shall be in a minimum entire amount of USD 1,000,000any such excess(es), and shall be conditioned on the only such excess(es), for which payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseis demanded.

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 On the Closing Date, subject to the terms and satisfaction of the conditions of set forth in this AgreementSection 2, each Lender shall make Loans make, severally and not jointly, a Loan to the Borrower from time to time, on any Business Day during Availability Period, Company in an aggregate the 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 Commitment Percentage of the Lenders), no later than twelve (12) Loans pursuant to written direction received from the Company at least three Business Days prior to the Closing Date. The Company shall pay interest to each Lender at the payment office indicated by such Lender to the Company on such Lender’s Commitment Percentage of the aggregate outstanding principal amount of the Loans at the rate of 15% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024, on each date when any principal amount is prepaid (as to that principal amount then being prepaid), on the Maturity Date and on the ATW Extended Maturity Term Loan Maturity Date (each such increase is requested to be made effective (the effective date of any such increasedate, a an “Commitment Increase Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash; provided that the Company may, at its option, elect for up to (x) 100% for the six (6) months after the Closing Date and (y) thereafter, 50%, in each Commitment Increase Date must occur case, of any accrued but unpaid interest that would otherwise be payable on the last Business Day an Interest Payment Date, to be capitalized and added as of a calendar quarter. Each request by the Borrower pursuant such date 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 principal 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 Loans (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 PeriodPIK Interest”). Any such Lender may accept all The principal amount 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 Loans shall be deemed to have rejected be increased by the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or PIK Interest so capitalized and added to the Tranche B Committed Loan Limit in full. Promptly following the conclusion unpaid principal balance of the Increase Approval PeriodLoans in accordance with the provisions hereof. All payments of principal, the Agent shall notify the Borrower interest and other amounts payable hereunder, or under any of the results Transaction Documents shall be made not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other immediately available funds. All payments hereunder shall be made in cash, without any setoff, deduction, or withholding. Each payment (including each prepayment) by the Company on account of such request the principal of and interest on the Loans shall be applied to the Lenders. If Loans pro rata according to 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 Commitment Percentages 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 increaseLenders.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving Lender shall severally agrees to make Loans revolving loans (each such loan, a “Committed Revolving Loan”) to the Borrower Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability PeriodPeriod for the Aggregate Revolving Commitments, 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 Revolving 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, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (that, after giving effect to any LoanCommitted Revolving 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 Outstanding Amount (after giving effect to Revolving Credit Exposure of any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does Revolving Lender shall not exceed such ▇▇▇▇▇▇Revolving Lender’s Tranche A Committed Loan LimitRevolving Commitment, and (iii) the Tranche B Principal aggregate Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche B all Committed Revolving Loans does denominated in Alternative Currencies shall not exceed the Tranche B Alternative Currency Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans) , as further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be satisfied. (b) The Borrower may request an increase made as Base Rate Loans, unless the Company submits a funding indemnity letter, 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 form and substance satisfactory to the Agent Administrative Agent, at least three (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 such increase is Closing Date, for any Eurocurrency Rate Loans 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 Closing Date. (b) Subject to the immediately preceding sentence terms and conditions set forth herein, each Term Lender severally agrees to make: (i) a single Term Loan to the Company in Dollars on the Closing Date; provided, that, after giving effect to the Term Borrowing on the Closing Date, (A) the aggregate Outstanding Amount of all Term Loans shall constitute an invitation to each Lender to increase its Tranche A Committed not exceed $500,000,000, and (B) no Term Lender’s Term Loan Limit and/or its Tranche B Committed Loan Limit, made as applicable, by an amount equal to its part of the Term Borrowing on the Closing Date shall exceed such Term Lender’s Applicable Percentage of the requested increase amountaggregate amount of all Term Loans advanced as part of the Term Borrowing on the Closing Date (the aggregate amount of all Term Loans advanced as part of the Term Borrowing on the Closing Date being referred to herein as the “Closing Date Term Loan Borrowing Amount”); and (ii) on any day during the Availability Period for the Term Facility, a single Term Loan to the Company in Dollars; provided, that, (A) the aggregate amount of all Term Loans advanced pursuant to such Term Borrowing shall not exceed $250,000,000, and (B) no Term Lender’s Term Loan made as part of such Term Borrowing shall exceed such Term Lender’s Applicable Percentage of the aggregate amount of all Term Loans advanced as part of such Term Borrowing (the aggregate amount of all Term Loans advanced as part of such Term Borrowing being referred to herein as the “Additional Term Loan Borrowing Amount”). Each LenderTerm Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of such Term Borrowing. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, acting as further provided herein; provided, that, the Term Borrowing made on the Closing Date shall be made as Base Rate Loans unless the Company delivers a funding indemnity letter, 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 satisfactory 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 LimitAdministrative Agent, as applicable; provided that such notice shall be delivered to the Agent and the Borrower no fewer than five at least three (53) 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 increaseClosing Date, a portion of such increase, or decline to accept for 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 Eurocurrency Rate Loans requested 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 made on the payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseClosing Date.

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, Term 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 Term 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 Term SOFR Loans, or a combination thereof, as further provided herein. (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, the Agent shall notify the Borrower and/or (ii) advancing additional borrowings of the results 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 such request 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 Lenders. If the Agent terms and any Increasing conditions set forth herein, each Term A-3 Lender (which must, in any event, include each Qualified Lender) severally agrees to such increase (such agreement to be granted or withheld in make its sole discretion), such increase will be effective as portion of the relevant Commitment Increase Date, and the Agent will deliver a written confirmation Term A-3 Loan to the Borrower specifying Company in Dollars in one (1) advance on any Business Day during the new Tranche A Committed Term A-3 Loan Limit and Tranche B Committed Availability Period in an aggregate amount not to exceed such Term A-3 Lender’s Term A-3 Loan LimitCommitment. 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 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 On the terms and subject to the 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 ▇ agrees: (after giving effect i) to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (ii) the make Tranche A Principal Outstanding Amount (after giving effect Term Loans to any Loan) of the Borrower in a principal amount equal to such ▇▇▇▇▇▇’s Tranche A Commitment on the Second Amendment Effective Date, it being understood and agreed that the Tranche A Term Loans does shall be funded on a cashless basis pursuant to the exchange set forth in Section 3 of the Second Amendment; (ii) to make Tranche B Term Loans to the Borrower from time to time, in one or more installments, in a principal amount not exceed exceeding such ▇▇▇▇▇▇Lender’s Tranche A Committed Loan LimitB Commitment, of which (w) $3,020,022.95 shall be deemed made by the Lenders on the Second Amendment Effective Date pursuant to the exchange set forth in Section 3 of the Second Amendment, (iiix) $1,875,000.00 shall be funded by the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Specified Lenders as new money Tranche B Term Loans does not exceed on the Second Amendment Effective Date ratably as among the Tranche B Committed Loan Limit Specified Lenders based on their respective initial Tranche B Commitments, (y) $2,625,000 shall be funded by each Lender with a Tranche B Commitment that is not a Tranche B Specified Lender, as new money Tranche B Term Loans, on the Second Amendment Effective Date ratably as among such Lenders based on their respective initial Tranche B Commitments, and (ivz) each other condition set forth in Article V (Conditions Precedent to Loans) the remainder shall be satisfiedfunded as new money Tranche B Term Loans on any Applicable Funding Date after the Second Amendment Effective Date and prior to December 31, 2023 ratably as among all Lenders with a Tranche B Commitment based on their outstanding Tranche B Commitments immediately prior to such funding. (b) The Borrower No amounts paid or prepaid with respect to any Loan may request an increase in the aggregate Tranche A Committed be re-borrowed. (c) Any term or provision hereof (or of any other Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Document) to the Agent (and the Agent shall promptly distribute a copy of any such request to each of the Lenders)contrary notwithstanding, no later than twelve (12) Business Days prior to the date that such increase is requested to be Loans 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, denominated solely in Dollars and the Agent will deliver a written confirmation to the Borrower specifying the new Tranche A Committed Loan Limit be repayable solely in Dollars 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 increaseno other currency.

Loans. (a) Subject to all of the terms and conditions hereof, the Lenders hereby agree to make up to an aggregate of this Agreement, each Lender shall make Loans three (3) Loan Advances to the Borrower from time to timeunder the Term Facility between the date hereof and October 26, on any Business Day during Availability Period, in an aggregate amount equal to 2016 (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“Outside Funding Date”); provided, that the (i) Total Outstandings shall at no time exceed the Principal Outstanding Amount lesser of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, (iiA) the Tranche A Principal Outstanding Amount Total Commitment or (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iiiB) the Tranche B Principal Outstanding Amount Borrowing Base Value; (after giving effect the lesser of (A) or (B) being the “Maximum Loan Amount”). The Term Facility may not be reborrowed under any circumstances, and, subject to any Loanthe provisions of Section 2.1.1(c) of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed below, no Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) Advances shall be satisfiedmade after the Outside Funding Date. (b) The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to advance more than its Commitment Percentage of a respective Loan including, without limitation, as a result of the failure of any Lender to fulfill its obligations hereunder. (c) Provided no Default or Event of Default shall then be in existence, the Borrower may request an shall have the right to elect to increase the Term Commitment provided and on condition that no increase in the aggregate Tranche A Committed Loan Limits and/or Term Commitment shall occur after the Maturity Date; and provided further that: (x) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Five Million Dollars ($5,000,000.00) in excess thereof, and (y) the aggregate Tranche B Committed Loan Limits by delivering a written request for amount of all such increase increases shall not cause the Total Commitment to the Agent exceed One Hundred Twenty-Five Million Dollars (and the Agent shall promptly distribute a copy of any such request to each of the Lenders$125,000,000), no later than twelve (12) Business Days prior to the date that such increase is requested to . Such right 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 exercised 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 Administrative Agent, which election shall designate the Agent advise requested increase in the Total Commitment. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not such Lender it 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 Commitment (which decision shall be delivered to the Agent and the Borrower no fewer in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than five (5) Business Days prior to the its Commitment Increase Date therefor(the “Increase Approval Period”). Any such Lender may accept all of its Applicable Percentage of such requested increase, a portion of . Any Lender not responding within 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 time period shall be deemed to have rejected the Borrower’s request for an declined to increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or the Tranche B Committed Loan Limit in fullits Commitment. Promptly following the conclusion of the Increase Approval Period, the The Administrative Agent shall notify the Borrower and each Lender of the results Lenders’ responses to each request made hereunder. To achieve the full amount of such request a requested increase and subject to the Lendersapproval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and any Increasing Lender the Borrower shall determine the effective date (which must, in any event, include the “Increase Effective Date”) of 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, ’s increased Commitments 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 increased Commitments issued in connection with such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase among the Lenders (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1.1(c), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and Section 7.2.2, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The amount of any applicable increase in the Term Facility shall be funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.

Loans. (ai) Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of this Agreementthe Loan Parties set forth herein, each Lender shall make Loans severally, but not jointly, agrees to the advance to Borrower from time to timetime during the Availability Periodon the Fourth Amendment Effective Date such loans as Borrower may request pursuant to this Section 2.01 (such loans, on any Business Day during Availability Periodtogether with the principal amount of each Deemed Loan,individually, a “Loan” and, collectively, the “Loan” or “Loans”), in an aggregate principal amount equal which, when added to the product aggregate principal amount of (x) the aggregate amount requested all prior Loans(including borrowings under this Agreement and Deemed Loans)made by the Borrower and (y) such Lender, does not exceed 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; providedCommitment;provided, that Borrower may only request Loans(other than Deemed Loans)once every ninety (90) days and(ii) two additional times in any calendar year (without reliance on the foregoingclause (i)), so long as, in the case of this clause (ii), each such request occurs at least thirty (30) days following the Principal Outstanding Amount of immediately prior request for Loans made by Borrowerof such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, Commitment. 33 Bakersfield Refinery - HoldCo Credit Agreement (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 LimitIn addition, (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 notwithstanding anything herein to the contrary, each Lender, on the date of each drawing under any Lender Credit Support Document by the OpCo Senior Administrative Agent (in accordance with the HoldCo Lender Backstop Agreement and the Agent shall promptly distribute a copy of any such request to each of the Lenders)applicable Lender Credit Support Document, 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 made a Loan to Borrower(subject only to the Deemed Loan Conditions), in the principal amount equal to the amount drawn or paid under any Lender Credit Support Document, and Borrower shall, subject only to the Deemed Loan Conditions,be unconditionally obligated to repay each Lender for any amount so drawn as a Deemed Loan (but without duplication of any obligation to repay a Loan hereunder). Such Deemed Loan shall be immediately due and payable to the Lender if an Event of Default has occurred and is continuing underSection 7.01(f)(with respect to Borrower) or if the Loans have been accelerated pursuant toArticle VII, court order, or otherwise, no loan or extension of credit to or for the benefit of Borrower is permitted at such time; and such Deemed Loan shall in all other circumstances be treated as a Loan hereunder made on the date of receipt of proceeds arising from the draw or claim under the applicable Lender Credit Support Document and payable as a Loan hereunder and in accordance with the other provisions of this Agreement.Subject only to the Deemed Loan Conditions,Borrower’s request obligations to repay each applicable Lender in full 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 any drawing under any Lender Credit Support Document shall be absolute and unconditional under any and all circumstances and irrespective of the Increase Approval Periodany setoff, the Agent shall notify counterclaim or defense to payment that the Borrower of may have or have had against any Lender or any other Person (otherany defense related to the results Deemed Loan Conditions and the defense of such request to the Lendersrepayment having been made). 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[Reserved.]

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 Rate 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 Rate Loans.

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, plus (II) the Inventory Availability, plus the Stock Availability, 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 2(a)(i)(y)(IV) 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 $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 $1,000,000, that portion of the balance of the Revolving Note that exceeds $1,000,000, 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 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, Inventory Availability and/or Stock 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) 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, upon prior written notice to the Company, 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, upon prior written notice to the Company, 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 made effective any Eligible Account, (the effective date of any such increase, a “Commitment Increase DateDelinquent Account”); provided that each Commitment Increase Date must occur on , the last Business Day Companies shall jointly and severally (i) reimburse Laurus for the amount of a calendar quarter. Each request by the Borrower pursuant Loans made with respect to the immediately preceding sentence shall constitute such 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 severally agrees to maintain its Loans previously made to the Borrower from time as in effect on the Closing Date. The outstanding principal amount of Loans owing to time, each Lender on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) Closing Date is set forth opposite 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 name of such ▇▇▇▇▇▇’s Loans (after giving effect Lender on Schedule I to this Agreement. Amounts borrowed and repaid may not be reborrowed. No Lender has any Loan) shall not in obligation to make 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 additional Loans) shall be satisfied. (b) 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 from time to time be (i) EurodollarTerm SOFR Loans, (ii) ABR Loans or (iii) 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 Limitcombination thereof, 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 determined by the Borrower and notified to the Administrative Agent in connection accordance with Sections 2.2 and 3.3. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, if on the First Amendment Effective Date, any Eurodollar Loans (as such increaseterm was defined in this Agreement, immediately prior the First Amendment Effective Date) remain outstanding (the “Existing Eurodollar Loans”), such Existing Eurodollar Loans shall, for the duration of the Interest Period (as such term was defined in this Agreement, immediately prior to the First Amendment Effective Date) be governed by the terms of this Agreement, immediately prior to the First Amendment Effective Date. Upon the expiration of the Interest Period applicable to the Existing Eurodollar Loans, (i) such Existing Eurodollar Loans shall be continued, automatically, as Term SOFR Loans having an Interest Period of one month unless otherwise elected by the Borrower in accordance with the terms of this Agreement (as amended by the First Amendment) (provided, for the avoidance of doubt, that such Loans may not be continued as Eurodollar Loans (as such term was defined in this Agreement, immediately prior the First Amendment Effective Date)) and (ii) this Agreement, giving effect to the First Amendment, shall govern and control such Existing Eurodollar Loans in all respects.

Loans. (ai) Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Revolver Lender severally agrees to make Revolver Loans to the Borrower during the period from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in SECTION 12.06(b), to and up to, but excluding, the Termination Date in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Revolver Lender's Revolver Commitment as then in effect; provided however, that the aggregate principal amount of all such Revolver Loans by all Revolver Lenders hereunder at any one time outstanding together with the LC Exposure shall not exceed an amount equal to (x) until such time as the Spectrum Income Tax Obligation has been paid in full, the Aggregate Maximum Revolver Amount less the amount of the Spectrum Income Tax Obligation, and (y) upon and following payment of the Spectrum Income Tax Obligation, an amount equal to the Aggregate Maximum Revolver Amount. Subject to the terms and conditions of this Agreement, during the period from the Closing Date to and up to, but excluding, the Termination Date in respect of the Revolver Facility, the Borrower may borrow, repay and reborrow the amount described in this SECTION 2.01(A). (ii) Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Term Loan Lender shall make Loans severally, but not jointly, agrees to lend 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 single advance on the last Business Day of Closing 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 Term Loan Limit and/or its Tranche B Committed Loan Limit, as applicable, by in an amount equal to its Applicable Percentage of the requested increase amountsuch Lender's Term Loan Commitment. 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 If all or any portion of such increase to its Tranche A Committed the Term 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, Principal Debt is paid 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 prepaid by the Borrower’s request for an increase in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or , then 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 amount so paid or prepaid may not 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 increasereborrowed.

Loans. (a) Subject to all of the terms and conditions hereof, the Lenders hereby agree to make up to an aggregate of this Agreement, each Lender shall make Loans three (3) Loan Advances (with simultaneous Loan Advances under the Tranche A Term Facility and Tranche B Term Facility constituting one (1) Loan Advance) to the Borrower from under the Tranche A Term Facility and Tranche B Term Facility between the date hereof and July 1, 2014 (the “Outside Funding Date”); provided, that the (i) Total Outstandings shall at no time exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Loan Amount”), (ii) the Total Tranche A Term Outstandings shall not exceed the Total Tranche A Term Commitments, and (iii) the Total Tranche B Term Outstandings shall not exceed the Total Tranche B Term Commitments. The Tranche A Term Facility and the Tranche B Term Facility may not be reborrowed under any circumstances, and, subject to timethe provisions of Section 2.1.1(d) below, no Loan Advances shall be made after July 1, 2014. (b) Subject to Section 2.1.1(a) above, amounts advanced hereunder shall be allocated to the Tranche A Term Facility and Tranche B Term Facility in such fashion as the Borrower may request. (c) The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to advance more than its Commitment Percentage of a respective Tranche A Loan and/or Tranche B Loan including, without limitation, as a result of the failure of any Lender to fulfill its obligations hereunder. (d) Provided no Default or Event of Default shall then be in existence, the Borrower shall have the right, on any Business Day during Availability Periodone or more occasions prior to February 11, in an aggregate amount equal 2017, to elect to increase the product of (x) either the aggregate amount requested by Total Tranche A Term Commitments and/or 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 hereofTotal Tranche B Term Commitments; provided, however, that (i) the Principal Outstanding Amount amount of each such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) increase shall not be less than Ten Million Dollars ($10,000,000) or in any event exceed such Lender’s Committed Loan Limitincrements of Five Million Dollars ($5,000,000.00 ) in excess thereof, and (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) aggregate amount of all 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 increases shall not have responded affirmatively within cause the Increase Approval Period, such Lender shall be deemed Total Commitment 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 exceed Three Hundred Million Dollars (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted or withheld in its sole discretion$300,000,000), 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 Total Commitment shall be allocated to the Tranche A Committed Loan Limit Term Facility and/or the Tranche B Committed Loan Limit Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Tranche A Term Facility and/or the Tranche B Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in a minimum its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of USD 1,000,000, and such requested increase. Any Lender not responding within such time period shall be conditioned on the payment by the Borrower of any fee agreed by deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Tranche A Term Facility and the Tranche B Term Facility, and if such increase is not pro rata among the Tranche A Term Facility and the Tranche B Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Tranche A Term Commitments and Tranche B Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Tranche A Term Facility and the Tranche B Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1.1(d), the representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and except as to the representations and warranties in Sections 6.4, 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The amount of any applicable increase in the Tranche A Term Facility and/or the Tranche B Term Facility shall be funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the contrary.

Loans. (a) Subject Commitments. During the Commitment Period and provided the Early Amortization Period is not then occurring, subject to the terms and conditions hereof, including, without limitation, delivery of this Agreementan updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), (x) each Class A Lender shall severally agrees to make Class A Loans to the Borrower from time Company according to time, on any Business Day during Availability Period, such Lender’s Pro Rata Share in an aggregate amount equal to the product of (x) the aggregate amount requested by the Borrower up to, but not exceeding such Lender’s Class A Commitment, and (y) each Class B Lender severally agrees to make Class B Loans to Company according to such Lender’s Applicable PercentagePro Rata Share in an aggregate amount up to, by making immediately available funds available but not exceeding such Lender’s Class B Commitment; provided that, no Lender shall make any such Loan or portion thereof to the Agent (or an account designated by the Agent) in accordance with the terms hereof; providedextent that, that after giving effect to such Loan: (i) the Principal Outstanding Amount Total Utilization of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, Commitments exceeds the Borrowing Base; and (ii) the Tranche aggregate outstanding principal amount of the Loans funded by the Class A Principal Outstanding Amount (after giving effect to any LoanLenders and Class B Lenders under this Section 2.1(a)(i) 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 shall exceed the Tranche aggregate Class A Commitments and Class B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedCommitments, respectively. (b) The Borrower Amounts borrowed pursuant to Sections 2.1(a) may request an increase in be repaid and reborrowed during the aggregate Tranche A Committed Loan Limits and/or Commitment Period, and any repayment of the aggregate Tranche B Committed Loan Limits Loans (other than (i) pursuant to Section 2.9 (which circumstance shall be governed by delivering Section 2.9), (ii) on any Interest Payment Date that does not fall within the Early Amortization Period (which circumstance shall be governed by Section 2.11(a)), or (ii) on a written request for such increase date during the Early Amortization Period (which circumstances shall be governed by Section 2.11(b)) shall be applied as directed by Company, provided that the Company (A) may not repay the Loans more than one (1) time per week during the Commitment Period, (B) must deliver 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 Administrative Agent and the Borrower no fewer than five Paying Agent a Controlled Account Voluntary Payment Notice pursuant to Section 2.10(c)(vii) in connection with such repayment and (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 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 repayment 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 Class A 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 Class 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 Loans shall be in a minimum amount of USD 1,000,000$100,000. Each Lender’s Commitment shall expire on the Commitment Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than the Maturity Date. For the further avoidance of doubt, the Company may also at any time or from time to time during the Early Amortization Period, or any time on or after the 3rd Anniversary Date, voluntarily prepay the Loans (x) in whole or in part on any Interest Payment Date, or (y) in whole, but not in part, on any other date with no less than five (5) Business Days’ notice. Any prepayment of Loans pursuant to this Section 2.1(b) shall be allocated to the Class A Loans and the Class B Loans as follows: (i) prior to the commencement of the Early Amortization Period at any time that a Borrowing Base Deficiency exists, (A) first, any amount necessary to reduce the Class A Borrowing Base Deficiency Amount, if any, to zero, (B) second any amount necessary to reduce the Class B Borrowing Base Deficiency Amount, if any, to zero and (C) third, pro rata based on the Class A Commitments and Class B Commitments (and thereafter allocated to each Class A Lender or Class B Lender, as applicable, based on their related Pro Rata Shares), (ii) prior to the commencement of the Early Amortization Period at any time no Borrowing Base Deficiency exists, pro rata based on the Class A Commitments and Class B Commitments (and thereafter allocated to each Class A Lender or Class B Lender, as applicable, based on their related Pro Rata Shares), and shall (iii) from and after the commencement of the Early Amortization Period, first to the Class A Loans until the principal balance of the Class A Loans is reduced to zero and thereafter to the Class B Loans until the principal balance of the Class B Loans is reduced to zero. On the date of any repayment of the Loans hereunder, so long as the Early Amortization Period is not in effect and no Borrowing Base Deficiency exists, if amounts in the Reserve Account exceed the Reserve Account Funding Amount (calculated, in each case, after giving effect to such repayment), then such excess may at the election of the Company be conditioned on the payment distributed by the Borrower of any fee agreed by the Borrower and the Agent Company in connection accordance with such increaseSection 6.5.

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 the Revolving Period, request that each Committed Lender make an advance (each, a “Loan”) in the amount of each such Committed Lender’s Lender Advance, to the Borrower on a Funding Date. (b) No later than 12:01 p.m., New York City time, one Business Days prior to the proposed Funding Date, the Borrower shall notify the Secured Parties of such proposed Funding Date and Loan by delivering to the Secured Parties and the Paying Agent, in form and substance satisfactory to the Administrative Agent: (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base and the Principal Amount of the Loan requested, which shall be in an amount at least equal to $[***] or integral multiples of $[***] in excess thereof; 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 and the Lenders of a Funding Request, and prior to the Commitment Termination Date, each Committed Lender 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 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) a Committed Lender be obligated to fund 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 not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, an Early Amortization Event or a Termination Event would occur; (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 [reserved]; (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall any Loan be satisfied.made after the Revolving Period or the Principal Amount of any Loan exceed the Available Amount on the related Funding Date; (bv) The Borrower may request an increase in the aggregate Tranche A Committed more than one 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 be funded on 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 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 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 Commitment. For the avoidance of doubt, no 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 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): (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 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) a Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of the Tranche A Principal Outstanding Amount (Loans Outstanding, determined after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not funding, to exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, its Commitment; (iii) any Loan be requested hereunder, 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 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 "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. 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.

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 the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each, a “Loan”) in the amount of each such Conduit Lender’s or Committed Lender’s Lender Advance, to the Borrower on a Funding Date. The Loan made on the Closing Date shall be the Initial Loan, and each Loan made thereafter shall be a Subsequent Loan. Each Loan made under this Agreement shall be funded into one of two tranches which shall be referred to as the “Class A‑1 Loans” and the “Class A‑2 Loans”, respectively, as further provided for herein. (b) No later than 4:00 p.m., New York City 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: (i) a Funding Request, which will include, among other things, the proposed Funding Date, 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 a calculation of the Group A‑1 Borrowing Base and the Group A‑2 Borrowing Base (calculated in each case as of the related Cutoff Date); (ii) an updated Schedule of Receivables that includes each Receivable that is the subject of the proposed Loan; and (iii) an updated Monthly Loan Tape. (c) Following receipt by the Administrative Agent of a Funding Request, and prior to the earlier to occur of the Commitment Termination Date and the Termination Date, (i) each Conduit Lender may, in its sole discretion, make its Lender Advance of any Loan requested by the Borrower pursuant to Section 2.02(c) and (ii) each Committed Lender (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 Loan so requested. Prior to the Group A-1/A-2 Effective Date, the Principal Amount of each Loan funded hereunder shall be funded in equal portions as a Class A‑1 Loan and a Class A‑2 Loan, such that the Principal Amount of each Lender Advance shall be (i) the funding of a Class A‑1 Loan in a Principal Amount equal to 50% of the total Principal Amount of that Lender Advance and (ii) the funding of a Class A‑2 Loan in a Principal Amount equal to 50% of the total Principal Amount of that Lender Advance. On and after the Group A-1/A-2 Effective Date, the Principal Amount of each Loan funded hereunder shall be the funding of a Class A‑2 Loan in a Principal Amount equal to 100% of the total Principal Amount of that Lender Advance. (d) In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause its Lender Percentage of (x) the aggregate amount requested by the Borrower and (y) such Lender’s Applicable PercentageClass A‑1 Loans 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 (determined after giving effect to any Loan) shall not in any event such funding, to exceed such Lender’s Committed Loan Limit, its Class A‑1 Commitment or (iiy) the Tranche A Principal Outstanding Amount (Class A‑2 Loans Outstanding, determined after giving effect to such funding, to exceed its Class A‑2 Commitment; (ii) any Loan) of such ▇▇▇▇▇▇’s Tranche A Loan be requested on or after the Class A‑1 Commitment Termination Date, unless the Group A‑1 Receivables and Group A‑2 Receivables have been designated pursuant to Section 2.17 (unless all Aggregate Unpaids with respect to the Class A-1 Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, have been paid in full); (iii) any Loan be requested hereunder, 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 such Loan either (1) the Class A‑1 Loans Outstanding would exceed the Group A‑1 Borrowing Base or a Group A‑1 Borrowing Base Deficiency would exist or (2) the Class A‑2 Loans Outstanding would exceed Group A‑2 Borrowing Base or a Group A‑2 Borrowing Base Deficiency would exist (calculated using the Aggregate Adjusted Net Principal Balance as of the last day of the Collection Period preceding the most recent Determination Date, or as of the related Cutoff Date in the case of Receivables transferred to the Borrower on such Funding Date or on any Loan) prior Funding Date for which the related Cutoff Date is subsequent to the last day of such ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and Collection Period); (iv) each other condition set forth a Conduit Lender be required to purchase its Lender Advance in Article V excess of its Commitment; (Conditions Precedent to Loansv) shall the Principal Amount of any Loan exceed the Available Amount on such day; (vi) a Class A‑1 Loan be satisfiedfunded after the Class A-1 Commitment Termination Date or a Class A‑2 Loan be funded after the Class A-2 Commitment Termination Date; or (vii) more than one Loan be funded on any Business Day. (be) The Borrower may request an increase in On and after the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Class A-1 Commitment Termination Date, all Receivables added to this Facility shall be allocated 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 increaseGroup A‑2 Receivables.

Loans. (a) Subject to the terms and conditions of this AgreementAgreement and the Other Agreements, each Lender shall make Loans prior to the Termination Date, Lender may, in its sole discretion, make revolving loans (the "REVOLVING LOANS") to Borrower as Borrower shall from time to time, on time request. The aggregate unpaid principal of all Revolving Loans outstanding at 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) one time 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 lesser of (A) the Maximum Revolving Loan Limit Facility and (ivB) each other condition set forth Revolving Loan Availability at such time. If at any time the outstanding principal balance of the Revolving Loans exceeds the Revolving Loan Availability or the Minimum Coverage Ratios (an "OVER ADVANCE"), Borrower shall immediately, and without the necessity of a demand by Lender, pay to Lender such amount as may be necessary to eliminate such excess or in Article V (Conditions Precedent the alternative provide evidence of additional Eligible Accounts to Loans) eliminate such excess. The Revolving Loans shall, in Lender's sole discretion, be evidenced by one or more promissory notes in the form of EXHIBIT B. However, if the Revolving Loans are not so evidenced, such Loans may be evidenced solely by entries upon the books and records maintained by Lender. The Revolving Loans shall be satisfiedpayable in full on the Termination Date. (b) The Proceeds from the collections of Accounts shall be applied to pay down the Loans on a monthly basis pursuant to the amortization schedule attached hereto as EXHIBIT H, which amortization table will be amended in connection with each advance hereunder. Borrower may request a Loan advance weekly in accordance with Paragraph 4(a), below, with repayment on a monthly basis as previously stated in this paragraph. Prior to an increase Event of Default, all proceeds shall be applied as follows: first to pay any fees, expenses, reimbursements due to Lender, second to pay any accrued but unpaid interest, third to repay the principal payable in accordance with the amortization schedule then in effect and the remainder of the proceeds in the aggregate Tranche A Committed Loan Limits Deposit Account can be applied and/or distributed to or at the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase direction of Borrower. Upon the occurrence and during an Event of Default, all proceeds shall be applied to the Agent Liabilities until the Liabilities are paid in full or until the Event of Default is cured. (c) Borrower shall have the right to prepay the Loans subject to receipt of at least a twenty percent (20%) IRR. (d) As a condition subsequent of receiving Revolving Loans, Borrower shall provide Lender satisfactory evidence or proof of Borrower's payment to any vendor providing consumer electronic products to consumers with Debtor Financing and the Agent shall promptly distribute a copy proof of any shipping to such request to each of the Lenders), no consumer not later than twelve ten (1210) Business Days prior to the date that such increase is requested to be business days after a Revolving Loan has been 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 increaseEligible Account.

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. (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. 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. (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 to and upon the terms and conditions of this Agreement, contained herein, (i) each Lender shall make severally (and not jointly) agrees to fund its Pro Rata Share of Revolving Loans to the Borrower Borrowers from time to time, on time in amounts requested by Borrowers up to the amount outstanding at any Business Day during Availability Period, in an aggregate amount time equal to the product of lesser of: (xA) the aggregate amount requested by the Borrower and Borrowing Base at such time or (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 (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, Maximum Credit. (ii) Swing Line Lender agrees that it will make loans (“Swing Line Loans”) to the Tranche A Principal Outstanding Amount Administrative Borrower for the account of the applicable Borrower equal to the principal amount of the Swing Line Loan requested by any Borrower (after giving effect or Administrative Borrower on behalf of a Borrower) to be made on such day, provided, that, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers at 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 one time shall not exceed the Tranche B Committed lesser of (A) the Borrowing Base at such time or (B) the Maximum Credit and the aggregate principal amount of the Swing Line Loans outstanding to all Borrowers at any one time shall not exceed the Swing Line Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedLimit. (b) The On the terms and subject to the conditions hereof, each Borrower may request an increase in from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate Tranche A Committed Loan Limits and/or outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate Tranche B Committed Loan Limits by delivering a written request for amount of all Swing Line Loans and Letter of Credit Obligations, would exceed such increase Lender’s Commitment. Swing Line Lender shall not be required to make Swing Line Loans: (i) if, after giving effect thereto, either (A) the Agent (and aggregate outstanding principal amount of all Swing Line Loans would exceed 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 then existing Swing Line Loan Limit or its Tranche B Committed (B) the aggregate outstanding principal amount of all Revolving Loans, together with the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed the lesser of (1) the Borrowing Base or (2) the Maximum Credit and (ii) at any time when any Lender is at such time a Defaulting Lender, unless Swing Line Lender has entered into satisfactory arrangements with Borrowers and/or such Lender with respect to such Defaulting Lender. Each Swing Line Loan Limit pursuant shall be subject to this Sectionall of the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall by written notice be payable to the Borrower Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.10 hereof. (c) Upon the making of a Swing Line Loan or a Special Agent advise Advance (whether before or after the Borrower and Agent whether occurrence of a Default or not such Lender agrees to accept all Event of Default) or any portion of such increase to its Tranche A Committed Loan Limit and/or its Tranche B Committed Loan Limitby Agent as provided in Section 6.10 hereof, 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 increasewithout further action by any party hereto, 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 irrevocably and unconditionally purchased and received from the BorrowerSwing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s request for an increase Pro Rata Share in such ▇▇▇▇▇▇Swing Line Loan, Special Agent Advance or other Loan. To the extent that there is no settlement in accordance with Section 6.10 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swing Line Loan, Special Agent Advance or other Loan, Agent shall promptly distribute to such Lender, such Lender’s Tranche A Committed Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan Limit and/or or Special Agent Advance (d) Except in Agent’s discretion, with the Tranche B Committed Loan Limit in full. Promptly following consent of all Lenders, or as otherwise provided herein, the conclusion aggregate amount of the Increase Approval Period, Loans and the Agent Letter of Credit Obligations outstanding at any time shall notify not exceed the Borrower lesser of the results Borrowing Base or the Maximum Credit. (e) In the event that the aggregate amount of such request to the Lenders. If Loans and the Agent and Letter of Credit Obligations outstanding at any Increasing Lender (which must, in any event, include each Qualified Lender) agrees to such increase (such agreement to be granted time exceeds the lesser of the Borrowing Base or withheld in its sole discretion)the Maximum Credit, such increase will event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be effective as of made at any time or from time to time, immediately repay to Agent 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 entire amount of USD 1,000,000, and shall be conditioned on the any such excess(es) for which payment by the Borrower of any fee agreed by the Borrower and the Agent in connection with such increaseis demanded.

Loans. (a) Subject From and including the Effective Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.02 and 4.03 (as applicable), each Lender severally and not jointly agrees, on the terms and conditions of set forth in this Agreement, each Lender shall to make Loans to the any Borrower from time to timetime in amounts not to exceed in the aggregate at any one time outstanding its Pro Rata Share of the Aggregate Commitment; provided that after giving effect to such Loans, on any Business Day during Availability Period, in an aggregate amount equal to the product of (x) the aggregate amount requested by Aggregate Outstanding Credit Exposure, shall not exceed the Borrower Aggregate Commitment at such time 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 respect to any Loan) Lender, Outstanding Credit Exposure 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 Commitment at such time, which Loans (other than Swing Line Loans) may, at the applicable Borrower’s election, be denominated in Dollars or a Foreign Currency. Subject to the terms of this Agreement, any Borrower may borrow, repay and reborrow Loans at any time prior to the Facility Termination Date. The Commitments to lend hereunder shall expire automatically on the Facility Termination Date. Each Loan Limit, (iii) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) of shall be made severally by each Lender in accordance with such ▇▇▇▇▇▇’s Tranche B Loans does not exceed Pro Rata Share of the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent to Loans) shall be satisfiedAggregate Commitment. (b) The Borrower WBA may request an at any time from time to time, upon prior written notice by WBA to the Administrative Agent, increase in the Commitments (but not the Swing Line Sublimit) by a maximum aggregate Tranche A Committed Loan Limits amount of up to One Billion One Hundred Twenty-Five Million Dollars ($1,125,000,000) with additional Commitments from any existing Lenders and/or with new Commitments from any other Person selected by WBA and reasonably acceptable to the aggregate Tranche B Committed Loan Limits by delivering a written request for Administrative Agent and Swing Line Lender; provided that: (i) any 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 principal amount of USD 1,000,000$10,000,000 and in integral multiples of $1,000,000 in excess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the time of any such increase; (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, WBA shall (x) deliver to the Administrative Agent a certificate dated as of the date of such increase signed by an Authorized Officer of WBA (A) certifying and attaching the resolutions adopted by WBA approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be conditioned true and correct in all respects) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and (2) no Default or Unmatured Default exists immediately before or after giving effect to the incurrence of such increase and (y) pay any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In connection with the effectiveness of any increase under this Section 2.01(b), (x) the Commitment Schedule shall be deemed amended to reflect such increase and the updated Commitments and Pro Rata Shares of the Lenders, (y) the Administrative Agent shall promptly notify WBA and the Lenders of the updated Commitment Schedule and (z) to the extent necessary to keep any outstanding Loans (and any participations in Swing Line Loans) allocated ratably to the Lenders in accordance with their updated Pro Rata Shares, WBA shall (or shall cause the applicable Borrower to) prepay (or, if the Administrative Agent determines in its sole discretion that a re-allocation of the Loans can be accomplished without any cash prepayments or new cash Loans by the Lenders, be deemed to have prepaid) any Loans owing by it (or such Borrower, as applicable) and outstanding on the payment by the Borrower date of any fee agreed by such increase (and pay any additional amounts required pursuant to Section 3.04). The provisions of this Section 2.01(b) involving non-pro rata allocations, prepayments and Loans shall supersede any provisions in Sections 2.19 or 8.02 to the Borrower and the Agent in connection with such increasecontrary.

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 exceed at any time outstanding such Legacy Lender’s Legacy Commitment; provided that after giving effect to any such Legacy Revolving Credit Borrowing, (x) the aggregate amount requested by Outstanding Amount of the Borrower Legacy Revolving Loans of any Legacy Lender, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed the lesser of (i) such Legacy Lender’s Legacy Commitment at such time and (ii) such Legacy Lender’s Legacy Pro Rata Share of the Legacy 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 Lender’s Applicable PercentageLegacy Commitment, by making immediately available funds available and subject to the Agent other terms and conditions hereof, the 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 Term SOFR Loans. (or an account designated by the Agentb) in accordance with Subject to the terms hereofand 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, provided that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loansuch ETMC Revolving Credit Borrowing, (x) the aggregate Outstanding Amount of the ETMC Revolving Loans of any ETMC Lender, plus such 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 in any event exceed the lesser of (i) such ETMC Lender’s Committed Loan Limit, ETMC Commitment at such time and (ii) such ETMC Lender’s ETMC Pro Rata Share of the Tranche A Principal Outstanding Amount ETMC Borrowing Base at such time and (after giving effect to any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iiiy) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) aggregate outstanding amount of such ▇▇▇▇▇▇’s Tranche B Loans does Total ETMC Outstandings shall not exceed the Tranche B Committed Loan Limit ETMC Line Cap at such time. Within the limits of each ETMC Lender’s ETMC 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 LendersETMC Borrowers may borrow under this Section 2.01(b), 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 increaseprepay under Section 2.05, 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 reborrow 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 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 2.01(b). Any such Lender ETMC Revolving Loans may accept all of its Applicable Percentage of such increase, a portion of such increase, be Base Rate Loans 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 SOFR 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 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 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 The Borrower may, upon notice to the terms and conditions of this AgreementAdministrative Agent, each Lender shall make Loans to the Borrower at any time or from time to time, on any Business Day during Availability Period, voluntarily prepay Term A-2 Loans 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 (whole or an account designated by the Agent) in accordance with the terms hereofpart without premium or penalty; provided, provided that (i) such notice must be received by the Principal Outstanding Amount of Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days (or such ▇▇▇▇▇▇’s Loans (after giving effect shorter period as the Administrative Agent shall agree) prior to any Loandate of prepayment of Term A-2 Loans that are Eurocurrency Rate Loans and (B) shall not in any event exceed such Lender’s Committed Loan Limit, on the date of prepayment of Term A-2 Loans that are Base Rate Loans; (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) prepayment of such ▇▇▇▇▇▇’s Tranche A Term A-2 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 that are Eurocurrency Rate 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 principal amount of USD $1,000,000; and (iii) any prepayment of Term A-2 Loans that are Base Rate Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term A-2 Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term A-2 Loans. The Administrative Agent will promptly notify each applicable Term A-2 Lender of its receipt of each such notice, and of the amount of such Term A-2 Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be conditioned due and payable on the payment date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of Term A-2 Loans that are Eurocurrency Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any fee agreed by additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment made pursuant to this clause (f) shall be made ratably among the Borrower and applicable Term A-2 Lenders in accordance with their respective Applicable Percentages of the Agent in connection with such increaseapplicable Term A-2 Loans.

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. (ai) Subject to the terms and conditions of this Agreementset forth herein and in the Ancillary Agreements, each Lender shall Laurus may make Loans revolving loans (the "Loans") to the Borrower Company and Eligible Subsidiaries from time to time, on any Business Day time during Availability Periodthe Term which, in an the aggregate amount equal to at any time outstanding, will not exceed the product lesser of (x) (I) the aggregate amount requested by 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 Borrower "Reserves") and (y) such Lender’s Applicable Percentagean amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, by making minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus immediately available funds available prior to the Agent final funding of each additional $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 Company and each Eligible Subsidiary to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on the Minimum Borrowing Note shall be less than $1,000,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company and/or the Eligible Subsidiaries, Laurus retains the right to lend to Company and the Eligible Subsidiaries from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. If Laurus decides, in its sole discretion, to lend such amounts in excess of such limitations, the lending of such amounts shall not, on its own, cause the occurrence of an Event of Default. (iii) Each of Company and the Eligible Subsidiaries acknowledge that the exercise of Laurus' discretionary rights hereunder (which shall be exercised by Laurus in good faith and in its commercially reasonable discretion) 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 and each of Company and the Eligible Subsidiaries hereby consent to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of Company and the Eligible Subsidiaries shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's and the Eligible Subsidiaries' account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If Company or any Eligible Subsidiary at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, following any applicable notice and grace periods, if any, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Company and/or such Eligible Subsidiary (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). Laurus shall provide written notice to Company specifying all actions taken by Laurus under the immediately preceding sentence. 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 Company's and the Eligible Subsidiaries' account designated as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company and each Eligible Subsidiary, Company and each Eligible Subsidiary hereby irrevocably appoint Laurus, or Laurus' delegate, acting alone, as its 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 it 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 it. Laurus shall provide written notice to Company specifying all actions taken by Laurus under the Agentimmediately preceding sentence. (vi) Laurus will account to Company 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 in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company and each Eligible Subsidiary may borrow and prepay Loans in accordance with the terms and conditions hereof; provided. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, that dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a "Delinquent Account"), each of Company and the Eligible Subsidiaries shall (i) reimburse Laurus for the Principal Outstanding Amount amount of the Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, Eligible Account or (ii) the Tranche A Principal Outstanding Amount (after giving effect to any Loan) of immediately replace 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 satisfiedDelinquent Account with an otherwise Eligible Account. (b) The Borrower may request Following the occurrence of an increase in Event of Default which continues to exist, Laurus may, at its option, elect to convert the aggregate Tranche A Committed Loan Limits and/or the aggregate Tranche B Committed Loan Limits credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by delivering a written request for such increase Laurus (subsequent notice of which Laurus shall provide to the Agent (Company and the Agent shall promptly distribute a copy of any such request to each of the LendersEligible Subsidiaries), 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 Company 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 Eligible Subsidiaries shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to the Agent Laurus, 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 Laurus shall be deemed to have rejected purchased and received from Company and each Eligible Subsidiary, all right, title and interest of Company and each Eligible Subsidiary in and to all Accounts which shall at any time constitute Eligible Accounts (the Borrower’s request for "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an increase accounts receivable purchase facility in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or accordance with the Tranche B Committed Loan Limit in full. Promptly following the conclusion terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the Increase Approval PeriodUCC. Immediately following Laurus' request, Company and each Eligible Subsidiary shall execute all such further documentation as may be required by Laurus to more fully set forth the Agent accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's or any Eligible Subsidiary's failure to enter into any such documentation shall notify not impair or affect the Borrower of the results of such request to the Lenders. If the Agent and any Increasing Lender (which must, Receivables Purchase 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 increasemanner whatsoever.

Loans. (a) Subject to the terms and conditions of this Agreementhereof, each Lender shall agrees to make Loans advances to the Borrower (such Lender's "Advances") upon request from time to timetime prior to the Final Maturity Date, on any Business Day during Availability Period, in an so long as (a) each Advance by such Lender does not exceed such Lender's Percentage Share of the aggregate amount equal to of Advances then requested from all Lenders, (b) the product sum of (xi) the aggregate amount requested by the Borrower and (y) of 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 's Advances outstanding at any Loan) shall not in any event exceed such Lender’s Committed Loan Limit, time plus (ii) the Tranche A Principal Outstanding Maximum Drawing Amount for which such Lender is liable to purchase participations under Section 3.3 (after giving effect to any Loanc), plus (iii) of the Matured LC Obligations which have been funded by such ▇▇▇▇▇▇’s Tranche A Loans Lender under such section, does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, Lender's Percentage Share of the Borrowing Base then outstanding and (iiic) the Tranche B Principal Outstanding Amount (after giving effect to any Loan) aggregate amount of such ▇▇▇▇▇▇’s Tranche B Loans all Advances outstanding plus all LC Obligations does not exceed the Tranche B Committed Loan Limit and Borrowing Base then outstanding. The aggregate amount of all Advances requested of all Lenders in any Request for Advance must be greater than or equal to $500,000 (ivor a higher integral multiple of $100,000) 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 or, subject to the Agent (and $500,000 minimum aggregate amount applicable to any LIBOR Tranche in any Rate Election, may equal the Agent shall promptly distribute a copy of any such request to each unadvanced portion of the Lenders), no later than twelve (12) Business Days prior Borrowing Base or an amount required to finance the date that such increase is requested reimbursement of an LC Disbursement as contemplated by Section 3.3. The obligation of Borrower 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 repay to each Lender the aggregate amount of all Advances made by such Lender (such Lender's "Loan"), together with interest accruing in connection therewith, shall be evidenced by a single promissory note (such Lender's "Note") made by Borrower payable to increase its Tranche the order of such Lender in the form of Exhibit A Committed Loan Limit and/or its Tranche B Committed Loan Limitwith appropriate insertions. The amount of principal owing on any Lender's Note at any given time shall be the aggregate amount of all Advances theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Subject to the terms and conditions hereof, as applicableBorrower may borrow, by an amount equal to its Applicable Percentage repay, and reborrow under the Notes. The entire unpaid principal balance of the requested increase amount. Each Lender, acting in its sole discretion 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 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 interest accrued thereon shall be delivered to the Agent due 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 payable 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 increaseFinal Maturity Date.

Loans. (a) Subject Prior to the date hereof, each Tranche A Lender has made available to AN Extend (or subsequent to the making thereof, has acquired) a Tranche A Loan pursuant to the Original Credit Agreement, in the original aggregate principal amount set forth opposite to such Lender’s name in Annex C. The outstanding principal amount of the Tranche A Loans on the Restatement Effective Date shall remain outstanding and be payable pursuant 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 Prior to the date hereof, each Tranche B Lender has made available to Ultimate Holdings (or subsequent to the making thereof, has acquired) a Tranche B Loan pursuant to the Original Credit Agreement, in the original aggregate Tranche A Committed Loan Limits and/or principal amount set forth opposite to such Lender’s name in Annex C. The outstanding principal amount of the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase Loans on the Restatement Effective Date shall remain outstanding and be payable pursuant to the Agent terms hereof. (c) On and as of the Agent shall promptly distribute a copy Restatement Effective Date, upon satisfaction of any such request to each of the conditions specified in Section 12.1, the Original Credit Agreement is hereby amended and modified as provided in this Agreement, with each and all provisions thereof being replaced and superseded by the provisions of this Agreement. (d) All commitments, if any, under the Original Credit Agreement, upon satisfaction of the conditions specified in Section 12.1, are hereby terminated, and the Lenders shall be under no obligation to make available any loan or extend credit in any other form to any Borrower, except, in the case of the New Lenders), no later than twelve as expressly contemplated herein. (12e) Business Days prior Each Tranche A-2 Lender agrees to the date that such increase is requested make a Tranche A-2 Loan to be made effective (the effective date of any such increase, a “Commitment Increase Date”); provided that each Commitment Increase Date must occur AN Extend 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 Restatement Effective Date in an amount equal to its Applicable Percentage such Lender’s Pro Rata Share of the requested increase amountaggregate amount of the Tranche A-2 Commitments of all Tranche A-2 Lenders. The Tranche A-2 Commitments of the Tranche A-2 Lenders to make Tranche A-2 Loans shall expire concurrently with the making of the Tranche A-2 Loans on the Restatement Effective Date. (f) 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 B-2 Lender agrees to accept make a Tranche B-2 Loan to Ultimate Holdings on the Restatement Effective Date in an amount equal to such Lender’s Pro Rata Share of the aggregate amount of the Tranche B-2 Commitments of all Tranche B-2 Lenders. The Tranche B-2 Commitments of the Tranche B-2 Lenders to make Tranche B-2 Loans shall expire concurrently with the making of the Tranche B-2 Loans on the Restatement Effective Date. Notwithstanding the foregoing, at the election of each Tranche B-2 Lender, all or any portion of the Tranche B-2 Loans required to be made by 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 B-2 Lender may accept all of its Applicable Percentage be disbursed in Pesos and, if so elected, the amount of such increase, a portion of funding by 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 B-2 Lender shall be deemed determined by converting the amount of Dollars required to have rejected be funded by such Tranche B-2 Lender on the Borrower’s request Restatement Effective Date into Pesos (using for an increase such determination the Reference Exchange Rate); provided, however, that notwithstanding any funding in such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit and/or Pesos, the Borrowers acknowledge and agree that the Tranche B Committed Loan Limit in full. Promptly following the conclusion B-2 Commitments and all accounting records of the Increase Approval Period, Tranche B-2 Commitments and the Agent shall notify Tranche B-2 Loans and the Borrower obligations of the results of such request to the Lenders. If the Agent and any Increasing Lender (which mustBorrowers with respect thereto, 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 Dollars. (g) Amounts repaid with respect to any of USD 1,000,000, and shall the Loans may not 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) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars in a single drawing on the Funding Date in a principal amount up to such Bank’s Commitment. Subject to the terms and conditions of this Agreement, the Company 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 from each Lender shall make Bank may be outstanding at any one time. Amounts repaid or prepaid in respect of the 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 may 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 satisfiedreborrowed. (b) The Borrower At its sole discretion, the Company may request extend the Maturity Date of a portion of the Loans in an increase in aggregate principal amount of up to $250,000,000 once during the aggregate Tranche A Committed Loan Limits and/or term of this Agreement, on the aggregate Tranche B Committed Loan Limits by delivering a written request for such increase terms and subject to the Agent conditions set forth in this Section 2.01(b), for a period of one year measured from the Initial Maturity Date (and such extension, an “Extension”), such that the Agent shall promptly distribute a copy Maturity Date of any such request to each portion 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 Loans extended pursuant to this Section, shall by written notice to Section 2.01(b) (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 “Extended Loans”) shall be delivered to the Agent and second anniversary of the Borrower no fewer than five Funding Date (5) Business Days prior to such date, 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 LenderExtended Maturity Date”). If the Company wishes to exercise its right to an Extension, it shall give notice to that effect to the Administrative Agent (such notice, the “Extension Notice”) at any Lender time after the Funding Date and not less than 30 days prior to the Initial Maturity Date, which Extension Notice shall specify the aggregate principal amount of Loans to be extended (which shall not exceed $250,000,000). So long as no Event of Default shall have responded affirmatively within occurred and be continuing at such time, upon (i) the Increase Approval Period, such Lender shall be deemed to have rejected the BorrowerAdministrative Agent’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 receipt of such request to the Lenders. If the Agent Extension Notice and any Increasing Lender (which must, in any event, include each Qualified Lenderii) 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 Company of the Extension Fee to the Administrative Agent for the account of each Bank as provided in Section 2.06(b), the Maturity Date of such specified portion of the Loans shall be extended to the Extended Maturity Date (which extension shall be applied to the outstanding Loans held by the Banks on a ratable basis). The Administrative Agent shall promptly notify each Bank of receipt of an Extension Notice and the occurrence of any fee agreed by Extension (including the Borrower aggregate principal amount of the Extended Term Loans and non-Extended Loans (and the Agent in connection with principal amount of Extended Loans and non-Extended Loans held by each Bank) after giving effect to such increaseExtension).

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. (ai) Subject to Each Tranche A Lender severally agrees, on the terms and conditions of this Agreement, each Lender shall to make Loans loans to the Borrower during the period 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 including (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, Closing Date or (ii) such later date that such Tranche A Lender becomes a party to this Agreement as provided in Section 12.06(b), to, but excluding, the Revolving Credit Termination Date in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Lender's Tranche A Commitment as then in effect; provided, however, that the aggregate principal amount of all such Loans by all Tranche A Lenders hereunder at any one time outstanding, plus the LC Exposure shall not exceed the Tranche A Principal Outstanding Amount Aggregate Commitments. Subject to the terms of this Agreement, during the period from the Closing Date to, but excluding, the Revolving Credit Termination Date, the Borrower may borrow, repay and reborrow the amount described in this Section 2.01(a) (i). On and after giving effect to the Closing Date, all outstanding loans under the Prior Credit Agreement (other than those loans being contemporaneously repaid from the proceeds of 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 made on the Closing Date) shall be and be deemed to be Tranche A Base Rate Loans. (ii) Each Tranche B Lender severally agrees, on the terms and conditions of this Agreement, to make loans to the Borrower during the period from and including (i) the Closing Date or (ii) such later date that such Tranche B Lender becomes a party to this Agreement as provided in Section 12.06(b), to, but excluding the Revolving Credit Termination Date in an aggregate principal amount up to, but not exceeding, the amount of such Lender's Tranche B Commitment as then in effect; provided, however, that the aggregate principal amount of all such Loans by all Tranche B Lenders hereunder at any one time outstanding shall not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth in Article V (Conditions Precedent Aggregate Commitments. Subject to Loans) shall be satisfied. (b) The the terms of this Agreement, during the period from the Closing Date to, but excluding, the Revolving Credit Termination Date, the Borrower may request an increase borrow and repay but not reborrow the amount described 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 Lendersthis Section 2.01(a)(ii), 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 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, 3379 Peachtree Road, NE, Suite 600, Atla▇▇▇, ▇▇▇▇▇▇’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 ▇▇ ▇▇▇▇ other person ▇▇ ▇▇▇▇▇▇’s Tranche B Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition set forth ▇ ▇▇ Agent may designate to Borrower 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 Lenderswriting), Fax No. (404) 262-9175, given no later than twelve 12:0▇ ▇.▇. (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 a time) on the Tranche B Committed Loan Limit in full. Promptly following the conclusion Business Day of the Increase Approval Periodproposed Revolving Credit Advance. Each such notice (a "Notice of Revolving Credit Advance") shall be substantially 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 notify the Borrower of the results of such request be entitled 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, rely upon and shall be conditioned 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) Each Lender's Revolving Credit Loans and the Borrower's obligation to repay such Revolving Credit Loans shall also be evidenced by a Revolving Credit Note payable to the 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 payment 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. (c) Subject to the provisions of SECTION 10.8, Agent shall promptly notify Lenders of any notice of borrowing given or deemed given pursuant to 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 any fee agreed by a notice of borrowing with respect to a LIBOR Advance. The notice from Agent to Lenders shall set forth the Borrower and information contained in Borrower's Notice of Revolving Credit Advance. Not later than 3:30 p.m. (Atlanta time) on the Agent proposed borrowing date, each Lender will make available to Agent, for the account of Borrower, at Agent's Office in connection with funds immediately available to Agent, an amount equal to such increaseLender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date.

Loans. (a) Subject to the terms of the Fee Letter, the Borrowers may, at any time and conditions of this Agreement, each Lender shall make Loans to the Borrower from time to time after May 4, 2019, upon at least 3 Business Days’ prior written notice to the Administrative Agent, prior to 12:00 p.m. (New York City time) (or such shorter period of time as the Administrative Agent may agree to), on any Business Day during Availability Periodprepay the principal of the Loans, 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 (whole or an account designated by the Agent) in accordance with the terms hereofpart; provided, that the Borrowers may prepay the principal of the Tranche C Term Loan or Tranche D Term Loan only if (i) prior to or in connection with such prepayment, the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (after giving effect to any Loan) shall not Tranche A Term Loan and Tranche B Term Loan have been paid in any event exceed such Lender’s Committed Loan Limit, full and (ii) in connection with such prepayment both the Tranche A Principal Outstanding Amount (after giving effect to any Loan) C Term Loan and Tranche D Term Loan are paid in full provided that such notice may provide that it is conditioned upon the consummation of another financing or the consummation of a sale of Equity Interests, in which case, such ▇▇▇▇▇▇’s Tranche A Loans does not exceed such ▇▇▇▇▇▇’s Tranche A Committed Loan Limit, (iii) notice may be revoked or extended by 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 Administrative 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 if any such request to each of the Lenders), no later than twelve (12) Business Days condition is not satisfied prior to the date that of termination of this Agreement in 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 quarternotice. 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 prepayment made pursuant to this Section, Section 2.05(b)(i) shall be accompanied by written notice the payment of (A) accrued interest to the Borrower and the Agent advise the Borrower and Agent whether or not such Lender agrees to accept all or any portion date 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 payment on the payment by amount prepaid and (B) the Borrower of any fee agreed by the Borrower and the Agent Applicable PremiumPremiums, if any, payable in connection with such increaseprepayment of the Loans. Each such prepayment shall be applied (i) first, against the remaining installments of principal due on the LoansTranche A Term Loan and the Tranche B Term Loan (on a pro rata basis between the Tranche A Term Loan and the Tranche B Term Loan) in the inverse order of maturity until such Loans have been paid in full; provided that in no event shall the Administrative Borrower be permitted to allocate any such prepayment between the Tranche A Term Loan and the Tranche B Term Loan if the result of such allocation would be that the aggregate then-outstanding principal amount of the Tranche A Term Loans is less than 60% of the aggregate then-outstanding principal amount of the Tranche A Term Loans and Tranche B Term Loans; provided, however, that such requirement may be waived by the Collateral Agent in its discretion and (ii) then, to principal due on the Tranche C Term Loan and the Tranche D Term Loan.

Loans. (a) Subject to the terms and conditions of this Agreementset forth herein, each Revolving Lender shall severally agrees to make Loans revolving loans (each such loan, a “Committed Revolving Loan”) to the Borrower in Dollars from time to time, on any Business Day during the Availability PeriodPeriod for the Aggregate Revolving Commitments, 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 Revolving 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, that (i) the Principal Outstanding Amount of such ▇▇▇▇▇▇’s Loans (that, after giving effect to any LoanCommitted Revolving Borrowing, (i) the Total Revolving Outstandings shall not in any event exceed such Lender’s Committed Loan Limitthe Aggregate Revolving Commitments, and (ii) the Tranche A Principal Outstanding Amount (after giving effect to Revolving Credit Exposure of any Loan) of such ▇▇▇▇▇▇’s Tranche A Loans does Revolving Lender shall not exceed such ▇▇▇▇▇▇Revolving Lender’s Tranche A Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Loan LimitRevolving Loans may be Base Rate Loans or Eurodollar Rate Loans, (iii) as further provided herein; provided, that, all Committed Revolving Borrowings made on 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) Closing Date shall be satisfied. (b) The made as Base Rate Loans, unless the Borrower may request an increase submits a funding indemnity letter, 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 form and substance satisfactory to the Agent Administrative Agent, at least three (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 such increase is Closing Date, for any Eurodollar Rate Loans requested to be made effective on the Closing Date. (b) Subject to the effective date of any terms and conditions set forth herein, each Term Lender severally agrees to make a single loan (each such increaseloan, a “Commitment Increase DateTerm Loan”); provided that each Commitment Increase Date must occur ) to the Borrower in Dollars on the last any Business Day of a calendar quarterduring the Availability Period for the Term Facility, in an aggregate amount not to exceed such Term Lender’s Term Commitment. Each request Term Borrowing shall consist of Term Loans made simultaneously 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 Term Lenders in accordance with their respective Applicable Percentage of the requested increase amountTerm Facility. Each Lender, acting in its sole discretion and with no obligation to increase its Tranche A Committed Loan Limit Term Borrowings repaid 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 prepaid may not be reborrowed. Term Loans may be Base Rate Loans 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 LimitEurodollar 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 and upon the terms and conditions of this Agreementcontained herein, each Lender shall severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the Borrower aggregate amount outstanding for all Lenders at any time equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Maximum Credit at such time. (b) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate principal amount of the Loans and the Letter of Credit Obligations outstanding at any time to Borrowers shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of the Revolving Loans outstanding at any time to Borrowers based on Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that (i) the aggregate principal amount of the Loans and the Letter of Credit Obligations outstanding at any time to Borrowers exceed the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers exceed the Borrowing Base, or (iii) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers based on Eligible Inventory exceed the Inventory Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, on any Business Day during Availability Period, in an aggregate immediately repay to Agent the entire 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 (12excess(es) Business Days prior to the date that such increase for which payment 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 increasedemanded.

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 and in accordance with reasonable and commercially acceptable business practices 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 $2,500,000 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 $500,000, that portion of the balance of the Revolving Note that exceeds $500,000, 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) 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 and reasonable 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 reasonable monies expended and all costs and expenses (including reasonable 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 (or an account designated 30) days following the date of receipt by the AgentCompany Agent of each rendered account, specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof; provided. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, that dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (ia "Delinquent Account"), the Companies shall jointly and severally (I) reimburse Laurus for the Principal Outstanding Amount amount of the Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to thirty-five hundredths of one percent (0.35%) of the gross face amount of such ▇▇▇▇▇▇’s Loans Eligible Account or (after giving effect II) immediately replace such Delinquent Account with an otherwise Eligible Account; provided that, 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) extent that the aggregate amount 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 outstanding Loans does not exceed the Tranche B Committed Loan Limit and (iv) each other condition Formula Amount after giving effect to a Delinquent Account, the actions set forth in Article V the preceding clauses (Conditions Precedent to LoansI) and (II) shall not 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 required 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 increasetaken.