Common use of Term Loan Clause in Contracts

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, the Lenders agree to make, severally and not jointly, according to each Lender’s Term Loan Commitment Amount, one or more term loans to Borrower in an aggregate principal amount not to exceed $10,000,000 (each a “Term Loan” and, collectively, the “Term Loans”). Each Term Loan shall be in a minimum amount of $250,000. Borrower may request Term Loans at any time from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used for general working capital purposes, and for capital equipment purchases, to pay Lender Expenses and to pay the fees under this Agreement. (ii) Interest shall accrue from the date of each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share at the rate specified in Section 2.2(a) and, through the Interest-Only End Date, shall be payable monthly in arrears beginning on the first day of the month next following such Term Loan to the Borrower Loan, and continuing on the Closing Datesame day of each month thereafter. Any Term Loans that are outstanding on the Interest-Only End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on the first day of the month immediately following the Interest-Only End Date and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert and continue Segments from at which time to time all amounts due in accordance connection with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest Loans and the Term Loan any other amounts due under this Agreement shall be repayable as herein providedimmediately due and payable. No amount of the Term Loan repaid or prepaid by the Loans, once repaid, may not be reborrowed. Borrower may be reborrowed hereunder, and no subsequent advance under the prepay any Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallLoan, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery payment of the proceeds thereof as Prepayment Fee. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Agent (which notice shall be directed irrevocable) by the Responsible Officer of the Borrower and reasonably acceptable facsimile transmission to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not received no later than three 3:30 p.m. Eastern time at least five Business Days prior to the date that on which the Term Loan is then anticipated to be made. Such notice shall be substantially in the Closing Dateform of Exhibit C and signed by an Authorized Officer. Promptly upon receiving such notice, Agent shall notify each Lender of the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrowercontents of such notice and each Lender’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions Pro Rata Share of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Closing Date Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Closing Date Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from the maintained as, or Converted into, Closing Date to Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Closing Date Term Loans made as part of the same Term Loan Maturity Date, convert and continue Segments from time to time Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.12(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of such Lender’s Closing Date Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Closing Date Term Commitment. The Closing Date Term Loans to be made by each Segment Lender will be made by such Lender in the aggregate amount of the its Term Commitment in accordance with Section 2.06 hereof. Each Lender having an Incremental Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject The Borrower may, upon notice from the Borrower to the terms and conditions of this AgreementAdministrative Agent, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments at any time or from time to time voluntarily prepay the Term Loan in accordance whole or in part together with the terms hereof. The applicable Prepayment Premium; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of each Segment $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Term Loan outstanding hereunder from time to time entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall bear interest be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of the Term Loan shall be repayable as herein providedapplied in the inverse order of maturity with respect to the remaining amortization payments. No Each such notice shall specify the date and amount of such prepayment and the Term Loan repaid or prepaid by the Borrower may Type(s) of Loans to be reborrowed hereunderprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share such 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 due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. On the date of any voluntary prepayment of any Term Loan available by wire transfer pursuant to this Section 2.05(a)(ii), the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, whether before or after an Event of Default, the applicable Prepayment Premium. Such wire transfer Subject to Section 2.15, each such prepayment shall be directed applied to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery Loans of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Lenders in accordance with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticetheir respective Applicable Percentages.

Term Loan. (a) Subject Lender is making a Term Loan to Borrowers in the terms original principal amount of $2,550,000. The Term Loan is (i) evidenced by a Term Promissory Note, substantially in the form of Exhibit C attached hereto, in such original principal amount (the "Term Promissory Note") duly executed and conditions of delivered by Borrowers to Lender concurrently herewith; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement, each the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Promissory Note, and the other Financing Agreements and (a) secured by all of the Term Loan to the Borrower on the Closing DateCollateral; provided, and from the Closing Date to the Term Loan Maturity Datehowever, convert and continue Segments from time to time in accordance with the terms hereof. The principal no amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinmade available to IBI. (b) Not later than 1:00 P.M. New York timeLender shall on at least thirty (30) days prior written request (the "Release Request") from Borrowers and at Borrowers' expense, on release Lender's security interest in the Closing Date, each Term Loan Lender shall, pursuant to Equipment upon the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share payment in full of the Term Loan available by wire transfer and satisfaction of all of the following terms and conditions: (i) Borrowers, on a consolidated basis, shall have net income (exclusive of extraordinary gains and losses) in an aggregate amount of not less than $2,000,000 for the fiscal year of Borrowers immediately preceding the date of the Release Request as shown on the financial statements of Borrowers furnished to Lender pursuant to Section 9.6(a)(ii) hereof and there shall not have been any material adverse change since the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent date of such statement; (ii) Excess Availability at the Administrative Agent’s Office date of the Release Request and at the time of the final release agreement shall be in the form an amount of same day funds in Dollars. The amount so not less than $5,000,000; (iii) Borrowers shall have received by the Administrative Agent shall, subject a bonafide written offer from a third party financial institution with respect to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available such Equipment to the Borrower by delivery provide secured refinancing of the proceeds thereof as Equipment; (iv) No Event of Default or any Event which with notice or lapse of time, will constitute an Event of Default shall have occurred and be directed by continuing at the Responsible Officer Release Date; and (v) Borrowers shall provide a certificate from an officer of each Borrower representing that all the Borrower and reasonably acceptable foregoing conditions are satisfied on the Release Date; (vi) Notwithstanding that Borrowers have satisfied the foregoing conditions, Lender shall have the right (but not the obligation) to the Administrative Agent. The initial Borrowing exercise a right of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make first refusal to finance such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Equipment in accordance with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 2.7 hereof as if such Equipment were "Option Equipment" thereunder. The Release Request shall apply to any failure by be treated as the Borrower to borrow on Option Notice for purposes of applying the date set forth in such Term Loan Interest Rate Selection notice any or all provisions of the amounts specified in such Term Loan Interest Rate Selection NoticeSection 2.7 hereof.

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make one (1) or more term loans to Borrower in an advance aggregate principal amount not to exceed the Term Loan Commitment (each a “Term Loan” and collectively the “Term Loans”). Borrower may request Term Loans at any time from the date hereof through the Availability End Date. The proceeds of its Pro Rata the Term Share Loans shall be used for general working capital purposes. (1) Up to Five Million Dollars ($5,000,000) of the Term Loan Commitment (“Tranche A”) shall be available through the Availability End Date, provided Borrower achieves the Tranche A Availability Requirement. Funds will be 1. available under Tranche A as soon as Borrower delivers to Bank evidence reasonably satisfactory to Bank that Borrower has achieved the Tranche A Availability Requirement. (2) The remaining Five Million Dollars ($5,000,000) of the Term Loan Commitment (“Tranche B”) shall be available through the Availability End Date, provided Borrower achieves the Tranche B Availability Requirement. Funds will be available under Tranche B as soon as Borrower delivers to Bank evidence reasonably satisfactory to Bank that Borrower has achieved the Tranche B Availability Requirement. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and, prior to the Borrower Availability End Date, shall be payable monthly beginning on the Closing 6th day of the month next following each such Term Loan, and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest (provided however, that if Borrower achieves the Tranche B Availability Requirement, the Term Loans shall instead be payable in 24 equal monthly installments of principal, plus all accrued interest), beginning on the 6th day of the month immediately after the Availability End Date, and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert and continue Segments from at which time to time all amounts due in accordance connection with the terms hereofTerm Loans and any other amounts due under this Agreement shall be immediately due and payable. The principal amount of each Segment of Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan outstanding hereunder from time is to time shall bear interest and the Term Loan be made. Such notice shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be substantially in the form of same day funds in Dollars. Exhibit C. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as notice shall be directed signed by the Responsible an Authorized Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeits designee.

Term Loan. (a) Subject Prior to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this the Commitment Letter and the Escrow Agreement, including without limitation each Lender shall have funded the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Initial Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the in an amount equal to its Initial Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days Commitment (net of certain fees and expenses payable prior to the date that is then anticipated Closing Date pursuant to be the Closing DateFee Letter) to the Escrow Account. Upon satisfaction of the conditions precedent specified in Section 3.1, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoInitial Lenders, shall, together with the Borrower’s written acknowledgement , deliver a Joint Release Instruction (as defined in form and substance satisfactory the Escrow Agreement) to the Administrative Escrow Agent that under the provisions of Section 4.05 hereof shall apply Escrow Agreement directing the Escrow Agent to any failure by make the full amount on deposit in the Escrow Account available to the Borrower to borrow on the date set forth Closing Date for disbursement (net of certain fees and expenses payable pursuant to the Commitment Letter) in such accordance with the Funds Flow Memorandum, which shall constitute the making of the Initial Term Loan Interest Rate Selection notice any or all to the Borrower for purposes hereof. (b) Upon satisfaction and/or waiver of the amounts conditions precedent specified in such Section 4 of Amendment Number One, on the First Amendment Effective Date, each Lender shall fund the Additional Term Loan Interest Rate Selection Noticein an amount equal to its Additional Term Loan Commitment (net of certain fees and expenses payable prior to the First Amendment Effective Date pursuant to the Amendment Number One Fee Letter) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the Additional Term Loan to the Borrower for purposes hereof. (c) Upon satisfaction and/or waiver of the conditions precedent specified in Section 3 of Amendment Number Five, on the Fifth Amendment Effective Date, each Lender shall fund the 2023 Term Loan in an amount equal to its 2023 Term Loan Commitment (net of certain fees and expenses payable prior to the Fifth Amendment Effective Date pursuant to the Amendment Number Five) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the 2023 Term Loan to the Borrower for purposes hereof. (d) After the Sixth Amendment Effective Date and upon satisfaction and/or waiver of the conditions precedent specified in Section 5 of Amendment Number Six on the 2024 Borrowing Date, each Lender shall fund the 2024 Term Loan in an amount equal to its 2024 Term Loan Commitment (net of the June 28 Payment and certain fees and expenses payable prior to the Sixth Amendment Effective Date pursuant to the Amendment Number Six) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the 2024 Term Loan to the Borrower for purposes hereof.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallSenior Bank agrees, subject to the terms and conditions hereinafter set forth, to make two term loans to Borrower (the "Senior Term Loans") on the date of this Agreement in the amount of $4,000,000 ("Senior Note I") and in the amount of $1,000,000 ("Senior Note II") (collectively, the "Senior Term Notes"). Borrower's obligation to pay the Senior Term Loans will be evidenced by promissory notes in substantially the form of Exhibit 2.1 (a) attached hereto. The Senior Term Notes will be dated as of the date of this Agreement. Senior Note I and Senior Note II will be secured by collateral as set forth in the security documents as further described in Section 2.5 hereof. The Senior Term Notes shall have priority of payment over the Junior Term Note (as defined below) and the Shareholder Loan (as defined below). (Collectively, including without limitation the satisfaction Senior Term Notes and the Junior Term Note are the "Term Notes".) (b) Junior Bank agrees, subject to the terms and conditions hereinafter set forth, to make a term loan (the "Junior Term Loan") to Borrower on the date of all applicable conditions this Agreement in Sections 5.01 the amount of $3,000,000.00. (Collectively, the Senior Term Loans and 5.02the Junior Term Loan are the "Term Loans".) Borrower's obligation to pay the Junior Term Loan will be evidenced by its promissory note (the "Junior Term Note") in substantially the form of Exhibit 2.1(b) attached hereto. The Junior Term Note will be dated the date of this Agreement. The Junior Term Note shall be subordinate in payment to the Senior Term Notes. (c) Principal payments on the Senior Term Notes shall be due and payable in equal monthly installments in immediately available funds at the principal office of the Senior Bank in the last day of each month in arrears, beginning on February 28, 2002 with a final payment of principal due on April 30, 2006. Interest will accrue on the principal amount of Senior Note I at the Prime Rate plus 125 basis points and on Senior Note II at the Prime Rate plus 175 basis points, unless increased or decreased pursuant to the terms thereof. Interest payments will be made in immediately available funds at the principal office of the Senior Bank in the last day of each month in arrears, beginning the first calendar month subsequent to the Borrower by delivery calendar month in which this Agreement is executed and continuing during the term hereof. The entire principal amount of the proceeds thereof as shall Senior Term Notes, plus all accrued and unpaid interest and any other charges, advances, or fees required to be directed by paid hereunder, will be due and payable on April 30, 2006. (d) Interest will accrue on the Responsible Officer principal amount of the Borrower and reasonably acceptable Junior Term Note at the rate of 21% per annum. Interest payments will be made in immediately available funds at the principal office of the Junior Bank on the last day of each month in arrears, beginning on the last day of the calendar month subsequent to the Administrative Agentcalendar month in which this Agreement is executed and continuing during the term hereof. The initial Borrowing entire principal amount of the Junior Term Note, plus all accrued and unpaid interest and any other charges, advances or fees required to be paid hereunder, will be due and payable on October 30, 2003. (e) The proceeds of the Term Loan may Loans will be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if used for the Borrower desires that any portion acquisition of the initial Borrowing stock of the Term Loan is advanced as a Eurodollar Rate SegmentFrontier Adjusters of America, Inc. ("Frontier") to be purchased pursuant to that certain Stock Purchase Agreement dated April 30th, 2001 by and among Borrower and United Financial Adjusting Company, Inc. (such stock, the Administrative Agent shall make "Frontier Stock") (such Borrowing as a Eurodollar Rate Segment only ifagreement, not later than three Business Days prior the "Stock Purchase Agreement"). (f) The indebtedness evidenced by the Junior Term Note is expressly subordinated and is junior, to the date that is then anticipated to be extent and in the Closing Datemanner set forth therein, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory right of payment to the Administrative Agent that prior payment in full of all the provisions "Senior Indebtedness." As used herein, "Senior Indebtedness" means all obligations of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Fifth Third Bancorp and any Bank Affiliate, (and their successors and assigns and any successor senior lender to Senior Bank), including but not limited to obligations in favor of Fifth Third Bank (Northeastern Ohio) represented by those certain Senior Term Notes executed on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeeven date.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each the Lender hereby agrees to extend to the Borrower a Term Loan repayable in the principal amount of $6,500,000. Notwithstanding such stated principal amount and the stated principal amount of the Term Note, the Lender severally agrees shall only be required to make an advance fund to the Borrower the principal sum of its Pro Rata $5,000,000 in respect of the Term Share Loan, and the $1,500,000 difference shall be treated as original issue discount. The $5,000,000 fundable amount of the Term Loan to the Borrower shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed (b) The Term Loan shall be repayable in installments, convert and continue Segments in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan in full simultaneously with the consummation of any Sale or any termination of the Revolving Credit Commitment. (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount of each Segment Such interest shall be payable in accordance with the Term Note, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No evidenced by a secured Convertible Term Note of the Borrower payable to the Lender or registered assigns. (e) In the event and to the extent that the Borrower shall receive payment (other than by offset) in respect of any indemnification claim under the Acquisition Agreement, (i) the Borrower shall immediately give written notice to the Lender upon receipt of such indemnification payment, stating the date and amount of such payment, and (ii) the Borrower shall, upon demand by the Lender, make a prepayment on the Term Note in an amount equal to the net after-tax amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so indemnification payment received by the Administrative Agent shall, subject to the terms and conditions Borrower. Any prepayment under this Section 2.02(e) shall not require payment of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeprepayment premium.

Term Loan. (a) Subject to the terms and conditions of this Agreement, the Lenders agree to make a loan in an aggregate principal amount not to exceed $10,500,000 to the Borrower (the “Initial Term Loan”) on the Closing Date in an amount, as to each Lender, equal to such ▇▇▇▇▇▇’s Commitment with respect to the Initial Term Loan Lender severally agrees Loan. (b) Subject to the satisfaction or waiver by the Agent of each of the Incremental Closing Conditions, the Lenders agree to make an advance additional loan in one (1) drawing in an aggregate principal amount not to exceed $2,000,000 to the Borrower (the “Incremental Term Loan”) on the Incremental Closing Date in an amount, as to each Lender, equal to such ▇▇▇▇▇▇’s Commitment with respect to the Incremental Term Loan. (c) Subject to the satisfaction or waiver by the Agent of its Pro Rata each of the Delayed Draw Closing Conditions, the Lenders agree to make an additional loan in one (1) drawing in an aggregate principal amount not to exceed $2,500,000 to the Borrower (the “Delayed Draw Term Share Loan” and, with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) on the Delayed Draw Closing Date in an amount, as to each Lender, equal to such ▇▇▇▇▇▇’s Commitment with respect to the Delayed Draw Term Loan. (d) Amounts repaid or prepaid in respect of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofof this Agreement may not be reborrowed. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments proceeds of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at used by the Borrower’s electionBorrower (i) with respect to the Initial Term Loan, as provided herein. (bA) Not later than 1:00 P.M. New York timeto fund the Transactions, on (B) for general corporate purposes and (C) to pay fees and expenses incurred in connection with the Closing DateTransactions, each and (ii) with respect to the Incremental Term Loan Lender shalland the Delayed Draw Term Loan, for general corporate purposes (including the repayment in full of the Channel Partners Debt, Permitted Acquisitions and other investments permitted pursuant to the terms and subject to the conditions of this Agreement). In no event may the proceeds of any Term Loan be used to purchase or to carry, make the amount of its Pro Rata Term Share or to reduce, retire or refinance any Debt incurred to purchase or carry, any margin stock, as defined by Regulation U of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form Board of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery Governors of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate SegmentFederal Reserve System, or both; provided for any related purpose that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that violates the provisions of Section 4.05 hereof Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Term Loan and interest accruing thereon shall apply to any failure be evidenced by the Borrower to borrow on records of Agent (including the date set forth in such Term Loan Interest Rate Selection notice any or all of Account) and by the amounts specified in such Term Loan Interest Rate Selection NoticeNote(s).

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may if the Administrative Borrower elects to so capitalize such interest, which election, in the case of each of the foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Effective Date for each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Borrower not less than 5 Business Days prior to (1) if a Eurodollar SOFR Loan, the commencement of the relevant Interest Period or (2) if a Reference Rate SegmentLoan, the last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries. Any interest to be so capitalized pursuant to this clause (b) shall be capitalized on (x) if a Base Rate SegmentSOFR Loan, the last day of the applicable Interest Period with respect thereto, or both; provided that (y) if a Reference Rate Loan, the Borrower desires that any portion last Business Day of each Fiscal Quarter of the initial Borrowing Parent and its Subsidiaries and, in each case, added to the then outstanding principal amount of the Term Loan is advanced and, thereafter, shall bear interest as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing provided hereunder as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all if it had originally been part of the amounts specified in such outstanding principal of the Term Loan Interest Rate Selection NoticeLoan.

Term Loan. On the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) Subject the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of this Agreementpricing, each repayments and maturity), the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Borrower Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Closing Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and from (ii) the Closing Date to date of the acceleration of the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The All principal amount of each Segment of, interest on, and other amounts payable in respect of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinconstitute Obligations. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share Section 2.4(c)(ii) of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Credit Agreement is amended and shall be restated in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof its entirety as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.follows:

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Closing Date Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Closing Date Term Loan") to Borrower in an advance amount equal to the lesser of its (i) such ▇▇▇▇▇▇'s Closing Date Term Loan Commitment, and (ii) such Lender's Pro Rata Term Share of the Term Loan to the Borrower on Amount as of the Closing Date, and from the Closing Date to . (b) The outstanding unpaid principal balance of the Term Loan Loans (including any PIK Interest), any applicable accrued and unpaid interest on the Term Loans and the applicable Make-Whole Amount shall, in each case, be due and payable on the earlier of (i) the Maturity Date, convert and continue Segments from time (ii) the date on which the Term LoanLoans otherwise becomesbecome due and payable pursuant to time in accordance with the terms hereofof this Agreement, including by way of acceleration or otherwise. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunder, reborrowed. All principal and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on (including any applicable interest and the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinapplicable Make-Whole Amount) shall constitute Obligations hereunder. (bc) Not later than 1:00 P.M. New York timeOnSubject to the terms and conditions of this Agreement and Amendment No. 1, on the Closing Amendment No. 1 Effective Date, each Lender with an Amendment No. 1 Term Loan Lender shallCommitmentLender agrees (severally, pursuant not jointly or jointly and severally) to make Amendment No. 1 Terms Loans to Borrower on the terms and subject to the conditions of this Agreement, make the set forth in Amendment No. 1 in an aggregate principal amount of its Pro Rata equal to such ▇▇▇▇▇▇’s Amendment No. 1 Term Share Loan Commitment. Amounts repaid or prepaid in respect of the Amendment No. 1 Term Loan available by wire transfer Loans may not be reborrowed. Except with respect to the Administrative Agentapplicable Make-Whole Amount, the Amendment No. Such wire transfer 1 Term Loans shall be directed have the same terms as, and constitute the same class as, the Term Loans existing immediately prior to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in DollarsAmendment No. The amount so received by the Administrative Agent shall, subject 1 Effective Date. (d) Subject to the terms and conditions of this AgreementAgreement and Amendment No. 2, including without limitation on the satisfaction of all applicable conditions Amendment No. 2 Effective Date, each Amendment No. 2 Priority Term Loan Lender agrees (severally, not jointly or jointly and severally) to make Amendment No. 2 Priority Terms Loans to Borrower in Sections 5.01 and 5.02, be made available an aggregate principal amount equal to the Borrower by delivery such ▇▇▇▇▇▇’s Amendment No. 2 Priority Term Loan Commitment. Amounts repaid or prepaid in respect of the proceeds thereof as shall Amendment No. 2 Priority Term Loans may not be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Administrative Borrower desires that any portion elects to so capitalize such interest, which election, in the case of each of the initial Borrowing of foregoing clauses (ii) through (v), (A) shall be automatically deemed made on the Term Loan is advanced as a Eurodollar Rate SegmentEffective Date for each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, Borrower not later less than three 5 Business Days prior to the date that is then anticipated to be the Closing Date(1) if a SOFR Loan, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all commencement of the amounts specified in such Term Loan relevant Interest Period or (2) if a Reference Rate Selection Notice.Loan, the last Business

Term Loan. The Company hereby unconditionally promises to pay to Agent for the account of each Lender the outstanding principal balance of the Term Advance as follows: (ai) Subject In monthly installments on the fifteenth day of each month commencing October 15, 2008, in the amount of $400,000 is due. On March 15, 2009 an additional payment of $3,900,000 is due. (ii) All prepayments of principal with respect to the terms Term Notes shall be applied to the most remote principal installment or installments then unpaid. (iii) On the applicable Maturity Date, the entire unpaid principal balance of the Term Notes and conditions of all unpaid interest accrued thereon shall also be fully due and payable in cash only. Each payment date stated in (i) and (iii) above is hereinafter referred to as a “Term Loan Payment Date”). Notwithstanding anything to the contrary in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share amounts due under Section 2.3(b)(i) may, at the option of the Term Loan to the Borrower on the Closing DateCompany, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time be made in accordance with the terms hereof. The principal amount of each Segment common stock of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and Company subject to the satisfaction of the conditions in the immediately following sentence. When making any payment under Section 2.3(b)(i) using common stock of this Agreementthe Company, make the amount value of each such share of stock shall be determined based on ninety five percent (95%) of the Volume-Weighted Average Price for such stock for the five (5) Business Days immediately prior to the date such payment is due pursuant to Section 2.3(b)(i) (“Term Loan VWAP Measurement Period”); provided, that no payment under Section 2.3(b)(i) may be made using common stock of the Company unless the following conditions have been satisfied: (A) the Company shall have given the Agent notice of its Pro Rata Term Share of the Term Loan available by wire transfer intention to the Administrative Agent. Such wire transfer make such payment using common stock, which notice shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallirrevocable, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not no later than three six (6) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Payment Date; (B) the common stock used for payment shall be immediately transferable without restriction, subject to applicable securities laws, provided that prior to the Term Loan Payment Date Borrower has provided Company with respect thereto, together with the Borrower’s written acknowledgement a certificate customary for sales under Rule 144 and a Legal Opinion in form and substance satisfactory acceptable to Company opining that Borrower may immediately sell such shares in accord with Rule 144 (and if such opinion and certificate is not received by the Company prior to the Administrative Term Loan Payment Date and the Company does not have an effective shelf registration statement on file with SEC with sufficient availability there under, then shares issued in payment will be restricted shares or Lenders may instead choose to require the Company to add such payment to the outstanding principal amount by providing the Company with written notice thereof at least one (1) business day prior to the Term Loan Payment Date); (C) the Company has the ability to choose to delay the scheduled amortization payment by providing the Agent that written notice thereof at least six (6) business days prior to the provisions of Section 4.05 hereof Term Loan Payment Date, however the Company may not choose to delay such payment for more than two (2) consecutive months and may not choose to delay any such payment while an election is in effect for two (2) previous payments; (D) the common stock used for payment shall apply be delivered to any failure by the Borrower to borrow Agent on the date set forth Term Loan Payment Date; and (E) if the Volume-Weighted Average Price for such stock for the first three (3) days of the Term Loan VWAP Measurement Period is less than $0.50 per share the Lenders may instead choose to require the Company to add such payment to the outstanding principal amount by providing the Company with written notice thereof at least one (1) business day prior to the Term Loan Payment Date. Notwithstanding anything in this Section 2.3(b) to the contrary, in the event the Company at the time of a Term Loan Payment Date is not able to make a payment under Section 2.3(b)(i) using common stock of the Company under the Marketplace Rules of the Nasdaq Stock Market, any principal payment due on such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticePayment Date shall be due and payable on August 1, 2009.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan in US Dollars to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s 's election, as provided herein. (b) Not later than 1:00 P.M. New York time, p.m. on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds in US Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the a Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s 's written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 3.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice Notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Congress Financial Corporation (Western), now known as Wachovia Capital Finance Corporation (Western) as lender under the Original Loan Agreement made a term loan to Borrowers as evidenced by that certain Fourth Amended and Restated Term Promissory Note dated June 16, 2004 in the original principal sum of $3,500,000 and with an outstanding principal balance of $2,916,662. Subject to the terms and conditions of this Agreementcontained herein, each Term Loan Lender severally (and not jointly) agrees to make an advance of its Pro Rata a term loan to Borrowers (each a “Term Share of Loan” and collectively the “Term Loan to the Borrower Loans”) on the Closing Date, and from the Closing Date in an amount equal to such Term Loan Lender’s Pro Rata Share of such outstanding principal balance. The Term Loans shall be (a) evidenced by the Term Loan Maturity DateNotes, convert and continue Segments from time to time (b) repaid with interest in accordance with this Agreement, the terms hereof. The principal amount of each Segment Term Notes and other Financing Agreements, and (c) secured by all of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinCollateral. (b) Not later than 1:00 P.M. New York timeNotwithstanding anything to the contrary contained herein, the Real Estate may be sold or refinanced and Agent shall release its liens against the Real Estate in connection with the sale or refinance thereof, provided, that, (i) no Default or Event of Default has occurred and is continuing, (ii) the net proceeds of the sale or refinance are remitted to Agent for application first to any principal outstanding on the Closing DateTerm Loans and any accrued but unpaid interest thereon, each Term Loan Lender shalland then to any other Obligations, pursuant to and (iii) upon the terms and subject to application of such net proceeds that are payable in cash on the conditions of this Agreement, make the amount of its Pro Rata Term Share closing of the sale or refinance, any principal outstanding on the Term Loan available by wire transfer to Loans and any accrued but unpaid interest thereon would be paid and *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. satisfied in full and the Administrative AgentExcess Availability would not be less than Seven Million Dollars ($7,000,000). Such wire transfer shall be directed to Upon any refinance of the Administrative Agent at Real Estate in accordance with the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received foregoing, any indebtedness secured solely by the Administrative Agent shall, subject to Real Estate and any lien against the terms Real Estate securing such indebtedness will be permitted for the purposes of Sections 9.8 and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice9.9 hereof.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has a Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.15(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan hereby severally, and not jointly, agrees on the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable to the applicable Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Commitment or Extended Term Loan Commitment, as applicable. Amounts repaid or prepaid in respect of Initial Term Loans, Incremental Term Loans or Extended Term Loans may not be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of set forth in this Agreement, each Lender having a Term Loan Lender Commitment severally and not jointly agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower a single term loan on the Closing Date, and from in Dollars, to Group in an amount equal to such Lender's Term Loan Commitment (each such term loan a "Term Loan"). The Term Loan of each Lender shall be made by each Lender on the Closing Date simultaneously and ratably in accordance with their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Term Loan hereunder, nor shall the Term Loan Maturity Commitment of any Lender be increased or decreased as a result of any such failure. Any unutilized Term Loan Commitment shall expire simultaneously with the making of the Term Loans on the Closing Date. (b) On the Closing Date, convert Group shall deliver a Borrowing Notice to the Agent. Such Borrowing Notice shall also specify (i) the aggregate amount of the Term Loans and continue Segments from time (ii) instructions for the disbursement of the proceeds of the Term Loans. Subject to time the Agent receiving the appropriate Borrowing Notice as required pursuant to Section 2.10, the Term Loans shall initially be Floating Rate Loans or Eurodollar Loans, and thereafter may be continued as Floating Rate Loans or converted in whole or in part into or continued as Eurodollar Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Any Borrowing Notice given pursuant to this Section 2.1(b) shall be irrevocable. (c) Promptly after the Agent receives the Borrowing Notice under Section 2.1(b) in respect of the Term Loans, the Agent shall notify each Lender of the proposed Term Loan by telex, telecopy, or other similar form of transmission. Each Lender shall deposit an amount equal to its Pro Rata Share of the Term Loans with the Agent at its office in Chicago, Illinois, in immediately available funds, on the Closing Date specified in the Borrowing Notice. Subject to the fulfillment of the conditions precedent set forth in Article IV, the Agent shall make the proceeds of such amounts received by it available to Group at the Agent's office in Chicago, Illinois on such Closing Date and shall disburse such proceeds in accordance with the terms hereofGroup's disbursement instructions set forth in such Borrowing Notice. Any Lender's failure to deposit the amount described above with the Agent on the Closing Date shall not relieve any other Lender of its obligation to make its Term Loans on the Closing Date. (i) The Term Loans shall be repaid in semi-annual installments commencing on December 31, 1997 and continuing thereafter until the Term Loan Termination Date. The principal installments shall be in the aggregate amounts set forth below on the dates set forth below: Installment Date Installment Amount ---------------- ------------------------ 12/31/97 $10,000,000 06/30/98 $ 7,500,000 12/31/98 $ 7,500,000 06/30/99 $ 7,500,000 12/31/99 $ 7,500,000 06/30/00 $12,500,000 12/31/00 $12,500,000 06/30/01 $12,500,000 12/31/01 $12,500,000 06/30/02 $15,000,000 12/31/02 $15,000,000 06/30/03 $15,000,000 Term Loan Termination Date $15,000,000 (ii) Notwithstanding the foregoing clause (i), the final installments shall be in the amount of each Segment the then outstanding principal balance of the Term Loan Loan. In addition, the then outstanding hereunder from time to time shall bear interest and principal balance of the Term Loan shall be repayable as herein provided. No amount of due and payable on the Term Loan repaid or prepaid by the Borrower may Termination Date. No installment of any Term Loan shall be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinonce repaid. (biii) Not later than 1:00 P.M. New York time, In addition to the scheduled payment on the Closing DateTerm Loan, each Group may make the voluntary prepayments described in Section 2.8 and shall make the mandatory prepayments prescribed in Section 2.9, for credit against such scheduled payments on the Term Loan Lender shall, Loans pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice2.9.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally severally, but not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan available to the Borrower (through the Administrative Agent) on the Closing Date, Date (and from the Closing Date with respect to the Delayed Draw Term Loan Maturity DateLoan, convert and continue Segments from time up to time in accordance with one other date during the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, Commitment Period pursuant to the terms Section 2.2(e) and subject to the other terms and conditions of this Agreement, make herein and to the amount of its Pro Rata Term Share of extent the Term Loan available by wire transfer Committed Amount exceeds the aggregate of the previously advanced Term Loan), such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Closing Date Term Loan”) in the aggregate principal amount set forth in the Notice of Borrowing delivered to the Administrative Agent, but in no event in excess of TWO HUNDRED ELEVEN MILLION DOLLARS ($211,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received Upon receipt by the Administrative Agent shallof the proceeds of the Closing Date Term Loan, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, such proceeds will then be made available to the Borrower by delivery the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds thereof made available to the Administrative Agent by the Term Loan Lenders and in like funds as shall be received by the Administrative Agent (or by crediting such other account(s) as directed by the Responsible Officer Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Term Loan made on the Closing Date or any of the three (3) Business Days following the Closing Date, may only consist of Alternate Base Rate Loans unless the Borrower and delivers a funding indemnity letter, substantially in the form of Exhibit 2.2(a), reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later less than three (3) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a . LIBOR Rate Loans shall be made by each Term Loan Interest Lender at its LIBOR Lending Office and Alternate Base Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Loans at its Domestic Lending Office. Amounts repaid or prepaid on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticemay not be reborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreementset forth herein, at any time on or after the Effective Date but prior to July 11, 2016, each Term Loan Lender severally agrees to make a loan (collectively, the “Term Loan”) to the Borrower, which Term Loan shall be made in a single drawing by the Borrower, in an advance amount up to the amount of its Pro Rata such Term Share Lender’s Term Commitment. Upon the earlier of the making of the Term Loan to the Borrower on the Closing Dateor July 11, and from the Closing Date to 2016, the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with Commitments of the terms hereofTerm Lenders shall be terminated. The principal amount of each Segment Upon repayment or prepayment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No provided herein, no amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at re-borrowed. Whenever the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on Borrower desires that the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, Lenders make the amount of its Pro Rata Term Share of Loan, the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Borrower shall be directed deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than (x) 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date in the case of an Adjusted LIBOR Rate Loan and (y) 1:00 p.m. at least one (1) Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, if the Funding Notice for the Term Loan is for Adjusted LIBOR Rate Loans same shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. Notice of receipt of the Funding Notice in respect of the Term Loan, together with the amount of each Term Lender’s pro rata amount thereof, respectively, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Term Lender with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m.) not later than 4:00 p.m. on the same day as the Administrative Agent’s Office and receipt of such notice from the Borrower. Each Term Lender shall be in make its pro rata amount of the form requested Term Loan available to the Administrative Agent not later than 11:00 a.m. on the applicable Credit Date by wire transfer of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to at the Administrative Agent’s Principal Office. The initial Borrowing of the Term Loan may be a Eurodollar Rate SegmentExcept as provided herein, a Base Rate Segment, upon satisfaction or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.waiver

Term Loan. (ai) The Cdn. Term Lenders have previously made term loans denominated in Canadian Dollars (collectively, the "Existing Cdn. Term Loan") to Lower Lakes, and Lower Lakes acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the aggregate outstanding principal balance of the "Existing Cdn. Term Loan" under the Existing Credit Agreement is Cdn. $50,992,287.54, which amount shall be deemed to have been, and hereby is, on the Restatement Closing Date, converted into the outstanding principal balance of the Cdn. Term Loan hereunder, without constituting a novation. Subject to the terms and conditions of this Agreementhereof, each Cdn. Term Lender increasing its respective Cdn. Term Loan Lender severally Commitment agrees to make an advance of additional term loan denominated in Cdn. Dollars (collectively with the Existing Cdn. Term Loan, the "Cdn. Term Loan") on the Restatement Closing Date to Lower Lakes in its Pro Rata Term Share of the amount of Cdn. $3,889,535.28. The principal balance of the Cdn. Term Loan as of the Restatement Closing Date is Cdn. $54,881,822.82. The Cdn. Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each, a "Cdn. Term Note" and, collectively, the "Cdn. Term Notes"), and, except as provided in Section 1.12, Lower Lakes shall execute and deliver each Cdn. Term Note to the Borrower on applicable Cdn. Term Lender. Each Cdn. Term Lender that holds a portion of the Closing Date, and from Existing Cdn. Term Loan under the Closing Date Existing Credit Agreement that is converted into a portion of the Cdn. Term Loan hereunder pursuant to the preceding sentence shall be deemed to have satisfied all of its Cdn. Term Loan Maturity Date, convert and continue Segments from time funding obligations hereunder to time the extent the Existing Cdn. Term Loan held by such Cdn. Term Lender under the Existing Credit Agreement is converted to outstanding principal under the Cdn. Term Loan hereunder in accordance with the terms hereofforegoing provisions of this Section 1.1(b). The Each Cdn. Term Note shall represent the obligation of Lower Lakes to pay the amount of the applicable Cdn. Term Lender's Cdn. Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. All Cdn. Term Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement). (ii) Lower Lakes shall repay the principal amount of each Segment the Cdn. Term Loan in an annual amount equal to 1% of the initial principal amount thereof in equal quarterly installments on the first day of each March, June, September and December of each year, commencing September 1, 2014. The final installment due on the Commitment Termination Date shall be the remaining principal balance of the Cdn. Term Loan Loans and any accrued and unpaid interest thereon. (iii) Notwithstanding Section 1.1(b)(ii), the aggregate outstanding hereunder from time to time shall bear interest and principal balance of the Cdn. Term Loan shall be repayable as herein provideddue and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. No amount of payment with respect to the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing DateCdn. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (biv) Not later than 1:00 P.M. New York time, on Each payment of principal with respect to the Closing Date, each Cdn. Term Loan Lender shallshall be paid to Agent for the ratable benefit of each Cdn. Term Lender, pursuant ratably in proportion to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata each such Cdn. Term Share of the Lender's respective Cdn. Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeCommitment.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower The existing balance on the Closing DateCONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of COMPLETION DATE will be restated and said balance will be paid by four promissory notes (“TERM NOTES”), hereafter called “FIXED RATE NOTE”,“2007 FIXED RATE NOTE”, “VARIABLE RATE NOTE”, and from the Closing Date “LONG TERM REVOLVING NOTE”, in form mutually acceptable to the Term Loan Maturity Date, convert BANK and continue Segments from time to time in accordance with the terms hereofBORROWER. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan TERM NOTES evidence “TERM LOANS”. Payments on such TERM NOTES shall be repayable as herein provided. No amount follows: On the sixteenth day of every third month, commencing three months after COMPLETION DATE, BORROWER shall pay to BANK the Term Loan repaid or prepaid scheduled principal payment shown in Schedule I, attached hereto and by the Borrower may be reborrowed hereunderthis reference made a part hereof, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan plus accrued interest on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoFIXED RATE NOTE, together with the Borrower’s written acknowledgement scheduled principal payment shown in form Schedule II, attached hereto and substance satisfactory to the Administrative Agent 2007 FIXED RATE NOTE, by this reference made a part hereof, plus accrued interest on 2007 FIXED RATE NOTE. In addition, on the sixteenth day of every third month, commencing three months after COMPLETION DATE, BORROWER shall pay $634,729.57 to BANK, which shall be allocated as follows: a. first to accrued interest on LONG TERM REVOLVING NOTE; b. next to accrued interest on VARIABLE RATE NOTE; c. next to principal on VARIABLE RATE NOTE; After VARIABLE RATE NOTE has been fully paid, such quarterly payments shall be allocated first to accrued interest on LONG TERM REVOLVING NOTE, and thence to principal, reducing available revolving loan capacity. All unpaid principal and accrued interest under the TERM LOANS shall be due and payable on LOAN TERMINATION DATE, if not sooner paid. 5. BORROWER certifies by its execution hereof that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date representations and warranties set forth in Section 5 of the AGREEMENT are true as of this date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving of notice or passage of time or both, would become such Term Loan Interest Rate Selection notice any or an EVENT OF DEFAULT, has occurred as of this date. 6. Except as amended hereby the parties ratify and confirm as binding upon them all of the amounts specified in such Term Loan Interest Rate Selection Noticeterms of the AGREEMENT.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Second Amendment Effective Date, each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make a term loan (each, a “Term Loan” and collectively, the “Term Loans”) to Borrower in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount. The Borrower agrees to pay to each Lender with a Term Loan Commitment a closing fee (the Borrower “Term Loan Closing Fee”) in an amount equal to 8.5% of the principal amount of such Lender’s Term Loan funded on the Second Amendment Effective Date; provided that such Term Loan Closing Fee may be paid to each Lender with a Term Loan Commitment out of the proceeds of the Term Loan funded by such Lender as and when funded on the Second Amendment Effective Date. Such Term Loan Closing Fee will be in all respects fully earned, due and from payable on the Closing Second Amendment Effective Date to and non-refundable and non-creditable thereafter. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loans in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan Loans that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on Loans shall constitute Obligations hereunder. Parent agrees to issue the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, Warrants to each Term Loan Lender shallon the Second Amendment Effective Date. The Parent, pursuant to the terms Borrower, and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the each Term Loan available by wire transfer to Lender agrees that (i) the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available consideration payable to the Borrower for the Term Loans is $22,198,000 and (ii) the aggregate purchase price payable to the Parent for the Warrants is $677,000 (or $0.3687 per Warrant). Unless otherwise required by delivery law, the Parent, Borrower, and each Term Loan Lender shall not take any position inconsistent with the preceding sentence on any income tax return or for any other income tax purpose.” (e) Section 2.3(f) of the proceeds thereof Credit Agreement is hereby amended by adding the reference “(and Term Loans, as shall be directed by applicable)” immediately after the Responsible Officer reference to “principal amount of the Borrower and reasonably acceptable Advances” therein. (f) Section 2.3(g) of the Credit Agreement is hereby amended by adding the reference “fourth,” to the Administrative Agent. The initial Borrowing beginning of clause (D) therein and adding the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior reference “fifth,” to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions beginning of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeclause (E) therein.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof, each Lender hereby agrees to convert to Term Loans, on the First Amendment Effective Date, Revolving Credit Loans in an aggregate principal amount equal to the amount of such Lender's Term Loan Lender severally agrees Commitment and to make an advance of its Pro Rata maintain such Loans as Term Share of the Loans hereunder. Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan Loans repaid or prepaid by may not be reborrowed. All Term Loans shall be paid in full on the Borrower may Termination Date. The amount of a Lender's Term Loan Commitment shall be reborrowed hereunderautomatically reduced on the date, and no subsequent advance under in the amount, of any payment of such Lender's Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoans. (b) Not later than 1:00 P.M. New York timeThe Term Loans made by each Lender shall be evidenced by a promissory note substantially in the form of Exhibit N, on with appropriate insertions as to payee, date and principal amount (a "Term Note"), payable to the Closing Date, each order of such Lender and in a principal amount equal to the lesser of (i) the initial Term Loan Commitment of such Lender shall, pursuant to and (ii) the terms and subject to the conditions of this Agreement, make the aggregate unpaid principal amount of its Pro Rata all Term Share Loans made by such Lender. Each Lender is hereby authorized to record the date and amount of each payment or prepayment of principal of the Term Loan available made by wire transfer such Lender on the schedule annexed to the Administrative Agent. Such wire transfer and constituting a part of its Term Note, and any such recordation shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery constitute prima facie evidence of the proceeds thereof as shall be directed by the Responsible Officer accuracy of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or bothsuch information so recorded; provided that if failure to make any such recordation, or any error in such recordation, shall not affect the Borrower desires that any portion rights of such Lender or the Borrower's obligations in respect of the initial Borrowing of applicable Term Loans. Each Term Note shall (x) be dated the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing First Amendment Effective Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory (y) be stated to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow mature on the date set forth Termination Date and (z) provide for the payment of interest in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeaccordance with subsection 2.7.

Term Loan. (a) Subject to Each Lender severally agrees on the terms and conditions set forth in this Agreement to make A Advances to the Borrowers (upon request of the Borrowers pursuant to this Agreement, each Term Loan Lender severally agrees to make ) on the Termination Date in an advance of its Pro Rata Term Share of the Term Loan amount up to the Borrower on sum of (i) the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The outstanding principal amount of each Segment the A Advances made by such Lender and outstanding as of the Term Loan outstanding hereunder opening of business on the Termination Date plus (ii) the amount available to be borrowed as A Advances from time to time shall bear interest and the Term Loan shall be repayable such Lender as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance opening of the Term Loan business on the Closing Termination Date. Segments The aggregate of such Committed Advances is collectively called the "Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoans". (b) Not later than 1:00 P.M. New York time, on The Term Loans shall be made upon the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be Borrowers in the form of same day funds in Dollars. The amount so a Notice of Borrowing (which notice must be received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than 11:00 a.m. New York City time not less than three Business Days prior to the date that is then anticipated Termination Date), specifying: (A) the amount of the Term Loan to each Borrower which shall be in a principal amount not more than the sum of (i) the aggregate principal amount of the A Advances made to such Borrower which will be outstanding as of the opening of business on the Termination Date, plus (ii) the amount available to be borrowed from the Closing Lenders by such Borrower as of the opening of business on the Termination Date; (B) whether the Term Loans are to be comprised of Base Rate Advances or Eurodollar Advances, and the amounts of such A Advances to each Borrower; and (C) the Interest Period applicable to the A Advances included in such notice; provided, that, the Administrative Agent has received from Term -------- Loans shall be made only if the Borrower a Borrowers, in accordance with Section 2.16, shall have requested that the then current Termination Date be extended; and, provided further that if the Term Loan Interest Rate Selection Notice with respect theretoLoans are made no Commitment Termination ---------------- Date of any Lender shall be extended. The proceeds of the Term Loans, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that extent required, will be used to pay the provisions principal amount of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Advances outstanding as of the opening of business on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeTermination Date.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $5,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in installments, convert in accordance with the schedule of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full simultaneously with the consummation of any Sale, and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 50% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or sixty (60) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds have not been applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears commencing January 1, 2008, on the first day of each Segment calendar month thereafter, and on the Term Loan Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loan; provided , however , that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Lender or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeregistered assigns.

Term Loan. (a) Subject to On the terms and subject to the conditions of this Agreementset forth herein, each the Lenders hereby agree to make to Borrowers on the Closing Date a term loan in an aggregate original principal amount equal to $50,000,000 (the “Term Loan”). Each Lender’s obligation to fund the Term Loan on the Closing Date shall be limited to such Lender’s Term Loan Commitment, and no Lender severally agrees shall have any obligation to make an advance of its Pro Rata Term Share fund any portion of the Term Loan required to the Borrower on the Closing Datebe funded by any other Lender, and from the Closing Date but not so funded. Borrowers shall not have any right to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment reborrow any portion of the Term Loan outstanding hereunder which is repaid or prepaid from time to time shall bear interest and the time. Each Lender’s Term Loan Commitment shall be repayable as herein provided. No amount of terminate immediately and without further action upon the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance making of the Term Loan on the Closing Date. Segments Date in the amount of the such Lender’s Term Loan may be Base Rate Segments or Eurodollar Rate Segments at Commitment in accordance with the Borrower’s election, as provided hereinterms hereof. (b) Not The Administrative Borrower shall give the Agent prior written notice in substantially the form of Exhibit I hereto (a “Notice of Borrowing”), not later than 1:00 P.M. 12:00 noon (New York City time) on the Closing Date (or with respect to any Incremental Term Loan, on the Closing Date, each date on which such Incremental Term Loan Lender shall, pursuant is requested to be made). Such Notice of Borrowing shall be irrevocable and shall specify (i) the terms and subject to the conditions of this Agreement, make the principal amount of its Pro Rata Term Share of the Term Loan available by or Incremental Term Loan requested, (ii) whether the Term Loan or Incremental Term Loan is requested to be Base Rate Loan or a LIBOR Loan, and if a LIBOR Loan, the Interest Period applicable thereto, and (iii) wire transfer instructions pursuant to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of which the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan or Incremental Term Loan should be disbursed. Agent and the Lenders may act without liability upon the basis of such Notice of Borrowing believed by Agent in good faith to be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if from the Borrower desires that any portion Administrative Borrower. The Agent and the Lenders shall have no duty to verify the authenticity of the initial Borrowing signature appearing on any written Notice of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeBorrowing.

Term Loan. (ai) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally agrees to make an advance fund, or pursuant to a timely notice delivered in accordance with Section 2.01(b)(ii), elect to convert all or a portion of its Pro Rata such Existing Term Share Lender's Existing Term Loan into a portion of the Term Loan to hereunder, the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment portion of the Term Loan outstanding hereunder from time Amount represented by its Term Loan Commitment to time shall bear interest and the Borrowers on the Closing Date in an aggregate amount not to exceed such Term Lender's Term Loan Commitment or the Term Loan Amount. The Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan made in one draw on the Closing Date. Segments To the extent all or any portion of the Term Loans are repaid or prepaid, they may not be reborrowed. (ii) In connection with the making of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at pursuant to Section 2.01(b)(i), by delivering irrevocable written notice (a "Conversion Notice") to the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on Administrative Agent prior to the Closing Date, each Existing Term Lender is offered the opportunity to convert, and may elect to convert all or a portion of the outstanding principal amount of the Existing Term Loan held by such Existing Term Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share into a portion of the Term Loan available by wire transfer hereunder in a principal amount equal to the Administrative Agent. Such wire transfer amount of the Existing Term Loan so converted (each such Existing Term Loan to the extent it is so converted, a "Converted Term Loan") and such Converted Term Loan shall be directed treated for all purposes hereunder as applying towards such Term Lender's Applicable Percentage of the Term Loan requested by the Borrowers to be made on the Closing Date. On the Closing Date, each Converted Term Loan shall be converted for all purposes of this Agreement into a portion of the Term Loan hereunder, and the Administrative Agent shall record in the Register the aggregate amount of the Converted Term Loans converted into a portion of the Term Loan hereunder. Any written notice to the Administrative Agent at the Administrative Agent’s Office and delivered by an applicable Existing Term Lender pursuant to this Section shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that in it sole discretion and shall, among other things, specify the provisions amount of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Existing Term Lender's Term Loan Interest Rate Selection notice any or all Commitment hereunder and the principal amount of the amounts specified in such Existing Term Loan Interest Rate Selection Noticeheld by such Existing Term Lender that are to be converted into a portion of the Term Loan hereunder.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Borrower Deposit Account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, and from Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (a) Subject to On the Effective Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date, and from the Closing Effective Date up to the entire amount of each Lender’s Term Loan Maturity DateCommitment; (ii) once prepaid or repaid, convert may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and continue Segments from time to time maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars; (iv) shall be repaid in accordance with ‎Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender up to the aggregate amount of its Term Commitment in accordance with ‎Section 2.07 hereof. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Initial Term Loan”) to Borrower in an advance of its amount equal such Lender’s Pro Rata Term Share of an amount equal to the lesser of: (a) $13,500,000 and (b) the Term Loan Borrowing Base as of such date (based upon the Borrowing Base Certificate delivered by Borrower to the Borrower Agent on the Closing Date) (such lesser amount, and from the Closing Date to the “Initial Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinAmount”). (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject Subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the on each Delayed Draw Term Loan may be Funding Date each Lender with a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Delayed Draw Term Loan is advanced Commitment agrees (severally, not jointly or jointly and severally) to make term loans (all such loans funded on the same Delayed Draw Term Loan Funding Date treated collectively as a Eurodollar Rate Segment“Delayed Draw Term Loan” and collectively, with each other Delayed Draw Term Loan, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a “Delayed Draw Term Loan Interest Rate Selection Notice with respect theretoLoans”, together with the Borrower’s written acknowledgement “Initial Term Loan” and including, in form and substance satisfactory each case, in the principal amount thereof the amount of any PIK Interest added to the Administrative Agent that principal amount thereof pursuant to Section 2.1, the provisions “Term Loan”) to Borrower in an amount equal such Lender’s Pro Rata Share of Section 4.05 hereof an amount equal to the lesser of: (i) the requested amount of such Delayed Draw Term Loan (which shall apply not be less than $4,000,000 (or, if less, the then remaining amount of the Delayed Draw Term Loans Commitment), (ii) the aggregate Delayed Draw Term Loans Commitment minus the amount of Delayed Draw Term Loans funded prior to any failure the requested Delayed Draw Term Loan Funding Date and (iii) (x) the Term Loan Borrowing Base as of such date (based upon the Borrowing Base Certificate delivered by the Borrower to borrow Agent on the date set forth in such Delayed Draw Term Loan Funding Date) minus (y) the then outstanding principal amount (including the amount of any PIK Interest Rate Selection notice any or all added thereto) of the amounts specified in such Initial Term Loan Interest Rate Selection Notice(in each instance, such lesser amount, the “Delayed Draw Term Loan Amount” and collectively with all other Delayed Draw Term Loan Amounts, the “Aggregate Delayed Draw Term Loan Amount”).

Term Loan. (ai) Subject to the terms and conditions of this Agreement, the Term Loan Lenders shall make a Term Loan to Borrowers on the First Amendment Closing Date, in the amount for each Term Loan Lender severally agrees equal to make an advance its respective Term Loan Commitment. To evidence the Term Loan, Borrowers shall execute and deliver to each Term Loan Lender a Term Note, substantially in the form of its Pro Rata Term Share of Exhibit E hereto, with appropriate insertions. Borrowers shall pay principal on the Term Loan to the Borrower in equal consecutive monthly installments of $133,333.33 commencing May 31, 2019, and continuing on the Closing Datelast day of each succeeding month thereafter, and with a final payment in the amount of the then remaining balance thereof payable in full on May 1, 2024. The Term Loan may not be reborrowed. (ii) Borrowers shall notify Agent from time to time, in accordance with the Closing Date to notice provisions of Section 2.2 hereof, whether the Term Loan Maturity Datewill be a Base Rate Loan or an Overnight LIBOR Loan. The Term Loan may be a mixture of Base Rate Loans and Overnight LIBOR Loans. The Term Loan Lenders, at the request of Borrower to Agent, provided that no Event of Default exists hereunder and subject to the applicable notice and other provisions of Section 2.2 hereof, shall convert a Base Rate Loan to an Overnight LIBOR Loan at any time and continue Segments shall convert an Overnight LIBOR Loan to a Base Rate Loan at any time. (iii) Borrowers shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from time to time from the date thereof until paid, commencing May 31, 2019, and continuing on the last day of each succeeding month thereafter and at the maturity thereof, at the Derived Base Rate from time to time in accordance with effect. (iv) Borrowers shall pay interest on the terms hereof. The unpaid principal amount of each Segment of the Term Overnight LIBOR Loan outstanding hereunder from time to time shall bear interest and from the Term Loan date thereof until paid, fixed in advance for each Overnight LIBOR Interest Period as herein provided for each such Overnight LIBOR Interest Period. Interest on such Overnight LIBOR Loans shall be repayable as herein providedpayable, commencing May 31, 2019, and on the last day of each succeeding month thereafter and at the maturity thereof. 6. No amount Article II of the Term Loan repaid or prepaid Credit Agreement is hereby amended by replacing the Borrower may be reborrowed hereunderreferences to “Section 2.1” in Section 2.1A.1(vi), Section 2.1A.2(iv) and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance Section 2.2(c) with a reference to “Section 2.1A”. 7. Section 2.3(b) of the Term Loan on Credit Agreement is hereby amended to delete subpart (i) therefrom in its entirety and to insert in place thereof the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.following:

Term Loan. (a) Subject to the terms and conditions of this Agreement, (a) on the Closing Date each Lender with a Term Loan Commitment made (severally, not jointly or jointly and severally) term loans (collectively, the “Term Loan”) to Borrowers in an aggregate amount equal to $75,000,000, which Term Loan may be prepaid (in whole or in part) and reborrowed in accordance with the terms of this Agreement, and (b) beginning on the First Amendment Effective Date and through December 31, 2019, to the extent prepayments of the Term Loan are made on or prior to December 31, 2018, the aggregate principal amount prepaid on or prior to December 31, 2018 may be reborrowed in accordance with Section 2.2(c) in up to three (3) Borrowings (each such reborrowing, a “Redrawable Term Borrowing”), in minimum amounts of $10,000,000 each, on any Business Day requested by the Borrower pursuant to Section 2.2, and each Lender severally with a Term Loan Commitment agrees to make (severally, not jointly or jointly and severally) an advance of its amount equal to such Lender’s Pro Rata Term Share of the requested Borrowing (so long as such amount will not cause the aggregate outstanding amount of such Lender’s portion of the Term Loan to exceed such Lender’s Term Loan Commitment) by making such amount available to Agent in immediately available funds, to the Borrower deposit account of Agent identified on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing requested Funding Date. Each Borrowing under the Term Loan may be made as Base Rate Loans or LIBOR Rate Loans, as requested by Borrowers in the applicable Loan Notice. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and from (ii) the Closing Date to date of the acceleration of the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The All principal amount of each Segment of, interest on, and other amounts payable in respect of the Term Loan outstanding hereunder from time to time shall bear interest and constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall be repayable promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as herein providedExhibit N-1. No amount Thereafter, the portion of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, Commitments and no subsequent advance under the Term Loan Facility evidenced by such promissory notes and interest thereon shall at all times be allowed after represented by one or more promissory notes in such form payable to the initial such advance order of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinpayee named therein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $3,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from any principal amounts repaid in respect of the Term Loan may not be reborrowed; and the Borrower hereby acknowledges that (i) the outstanding principal balance of the term loan made pursuant to the Original Agreement is $1,362,384, (ii) such outstanding principal balance shall treated as a pre-funding of the Term Loan hereunder, and (iii) by reason of the foregoing, the funding to be made by the Lender in respect of the Term Loan on the Closing Date will be in the amount of $1,637,616. (b) The Term Loan shall be repayable in installments, in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan Maturity Date(i) in full upon the consummation of any Sale, convert and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 25% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or thirty (30) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds are not applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the first day of each Segment calendar month and on the Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Amended and Restated Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender.

Term Loan. (a) Subject to the terms and conditions of this AgreementEach Term Lender, each Term Loan Lender severally not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to upon the terms and subject to the conditions of this Agreementset forth herein, on the First Amendment Effective Date, to make the amount of its Pro Rata Term Share pro rata portion of the Term Loan available to the Borrowers in a single drawing in an amount equal to such Term Lender’s Term Loan Commitment. The aggregate outstanding principal amount of the Term Loan shall not at any time exceed the lesser of (i) $11,000,000 (as such amount may be reduced pursuant to Section 2.05(g) below) and (ii) the Term Loan Borrowing Base, as then in effect. The Term Loan Commitments shall terminate upon the making of the Term Loan on the First Amendment Effective Date. Any portion of the Term Loan that is repaid may not be reborrowed. The Term Loan by wire transfer the Term Lenders shall be made as either a Prime Rate Loan or a LIBO Rate Loan as the Lead Borrower may request subject to and in accordance with Section 2.02. iv. Sections 2.02 (a) and 2.02(b) of the Credit Agreement are hereby deleted in their entirety and the following substituted in their stead: (a) Committed Loans (other than Swing Line Loans) and the outstanding portion of the Term Loan shall be either Prime Rate Loans or LIBO Rate Loans, as the Lead Borrower may request subject to and in accordance with this Section 2.02. All Swing Line Loans shall be only Prime Rate Loans. Subject to the other provisions of this Section 2.02, Borrowings of more than one Type may be incurred at the same time. (b) Each Committed Borrowing, the Borrowing of the Term Loan, each conversion of Committed Loans or of any portion of the Term Loan from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Such wire transfer shall Each such notice must be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three 11:00 a.m. (i) two (2) Business Days prior to the requested date that is then anticipated of any Borrowing of, conversion to, or continuation of, LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans, and (ii) on the date of any Borrowing of Prime Rate Loans. Each telephonic notice by the Lead Borrower pursuant to this Section 2.02 must be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory confirmed promptly by delivery to the Administrative Agent that of a written Committed Loan Notice or Conversion/Continuation Notice, as the provisions case may be, appropriately completed and signed by a Responsible Officer of Section 4.05 hereof the Lead Borrower. Each Borrowing of, conversion to, or continuation of, LIBO Rate Loans shall apply be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing of or conversion to any failure by Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the Borrower requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Committed Loans to borrow on be borrowed, (iii) the date set forth in such Type of Committed Loans to be borrowed, and (iv) if applicable, the duration of the Interest Period with respect thereto. Each Conversion/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a conversion of Committed Loans or a portion of the Term Loan Interest from one Type to the other or a continuation of LIBO Rate Selection notice any or all Loans, (ii) the requested date of the amounts specified in such conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans or the portion of the Term Loan to be converted or continued, (iv) the Type of Committed Loans or the portion of the Term Loan to which existing Committed Loans or such portion of the Term Loan are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan (or Type of the applicable portion of the Term Loan, as the case may be) in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice of a conversion or continuation in a Conversion/Continuation Notice, then the applicable Committed Loans or applicable portion of the Term Loan shall be made as, or converted to, Prime Rate Selection Loans. Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans. If the Lead Borrower requests a Borrowing of LIBO Rate Loans in any such Committed Loan Notice or a conversion to, or continuation of, LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.”

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Closing Date to same Term Borrowing shall consist of Term Loans of the Term Loan Maturity Date, convert and continue Segments from time to time same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject The amount of any term loans being made by Lender to any Borrower on the terms and conditions of this Agreement, date hereof is set forth in Section 10.2(a) (the "Initial Term Loans"). Such Initial Term Loans shall be evidenced by a promissory note delivered by each Term Loan Lender severally agrees to make Borrower receiving an advance of its Pro Rata Term Share of the Initial Term Loan to the Borrower on the Closing DateLender and shall be repaid, together with interest and from the Closing Date to the Term Loan Maturity Dateother amounts, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest this Agreement and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinpromissory notes. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the The amount of its Pro Rata any additional term loans which may be available to any Borrower at Lender's discretion after the date hereof is set forth in Section 10.2(b) ("Additional Term Share of Loans" and together with the Initial Term Loan available by wire transfer to Loans, the Administrative Agent"Term Loans"). Such wire transfer Additional Term Loans shall be directed evidenced by promissory notes delivered by such Borrower to the Administrative Agent at the Administrative Agent’s Office Lender, in form and substance reasonably acceptable to Lender, and shall be repaid together with interest and other amounts in accordance with this Agreement and such promissory notes. All promissory notes evidencing such Additional Term Loans, together with the form of same day funds in Dollars. The amount so received by promissory notes evidencing the Administrative Agent shallInitial Term Loans, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed referred to as the "Promissory Notes." (c) All appraisals conducted in connection with the Term Loans shall be conducted at Borrowers' expense by the Responsible Officer of the Borrower and an independent appraiser reasonably acceptable to Lender. In addition, with respect to the Administrative Agent. The initial Borrowing of the Additional Term Loan may be a Eurodollar Rate SegmentLoans, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent (i) Lender shall make have received such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days appraisal at least thirty (30) days prior to the date that is then anticipated to be of the Closing Daterequested advance for such Additional Term Loan, the Administrative Agent has (ii) Lender shall have received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance evidence reasonably satisfactory to the Administrative Agent Lender that the provisions machinery and equipment has been purchased by Borrower and delivered to such Borrower at one of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date its locations set forth in Section 10.6(e) and that such Term Loan Interest Rate Selection notice any or all of the amounts specified machinery and equipment is in place and operational and (iii) Lender shall have received invoices and such Term Loan Interest Rate Selection Noticeother documentation as reasonably requested by Lender.

Term Loan. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties of this Agreementthe Loan Parties in the Loan Documents, each Term Loan Lender agrees, severally agrees and not jointly, to make an advance a term loan (collectively, for all Term Lenders, the “Term Loan”) on the Closing Date to the Borrowers in the amount of such Term Lender’s Term Loan Commitment. The obligations of each Term Lender hereunder to make its Pro Rata Term Share share of the Term Loan to shall be several and not joint (b) The Borrowers shall repay the Borrower Term Loan in twenty-two (22) consecutive quarterly installments on the Closing Datefirst day of July, October, January and from April of each year commencing July 1, 2005 in the Closing Date to amount of $268,750. (c) Notwithstanding Section 2.1(b), the aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Term Loan Maturity Date, convert if not sooner paid in full. No payment with respect to the Term Loan may be reborrowed. (d) Each payment of principal with respect to the Term Loan shall be paid to the Administrative Agent for the ratable benefit of each Term Lender making a Term Loan, ratably in proportion to each such Term Lender’s respective Applicable Percentage of the Term Loan. (e) The Term Loan shall be comprised of ABR Loans and/or Eurodollar Loans as the Borrower Representative may request pursuant to this Section 2.1. Each Term Loan Lender may at its option make any Term Loan comprising a Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Term Loan Lender to make such Term Loan; provided that any exercise of such option shall not affect the joint and continue Segments from time several obligation of the Borrowers to time repay such Term Loan in accordance with the terms hereofof this Agreement and such Term Loan Lender shall not be entitled to any amounts payable under Section 2.11 or Section 2.17 in respect of increased costs arising as a result of such exercise. The principal amount Term Loan Borrowings of each Segment more than one Type may be outstanding at the same time; provided, however, that the Borrower Representative shall not be entitled to request all or any portion of the Term Loan be comprised of Eurodollar Loans if such request would result in more than ten Eurodollar Borrowings outstanding hereunder from time to time shall bear interest and at any time. For purposes of the Term Loan foregoing, Borrowings (including any Revolving Credit Borrowing) having different Interest Periods, regardless of whether they commence on the same date, shall be repayable as herein providedconsidered separate Borrowings. No amount Any such request by the Borrower Representative to have all or a portion of the Term Loan repaid be comprised of a Eurodollar Loan or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the to continue or convert a Term Loan Facility shall must be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. made by 12:00 p.m. (b) Not later than 1:00 P.M. New York City time), on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to (1) the date that of any proposed Term Loan Borrowing which is then anticipated to bear interest at the Eurodollar Rate, (2) the end of each Interest Period with respect to any Term Loan to be continued as a Eurodollar Loan, or (3) the Closing Date, the Administrative Agent has received from the date on which Borrower a Representative wishes to convert any ABR Term Loan to a Eurodollar Loan for a Interest Rate Selection Notice Period designated by Borrower Representative in such election. If no election is received with respect to a Eurodollar Loan by 12:00 p.m. (New York City time) on the third Business Day prior to the end of the Interest Period with respect thereto, together with that Eurodollar Loan shall be converted to an ABR Loan at the Borrower’s written acknowledgement in form and substance satisfactory end of its Interest Period. Borrower Representative must make such election by notice to the Administrative Agent that in writing, by telecopy or overnight courier. The Borrowers shall not be entitled to convert all or any portion of the provisions Term Loan to a Eurodollar Loan or to continue all or any portion of Section 4.05 hereof shall apply the Term Loan as a Eurodollar Loan if a Default or Event of Default has occurred and is continuing. Notwithstanding anything in this Agreement to the contrary, the Borrowers may not elect to have the Term Loan or any failure portion thereof be comprised of a Eurodollar Loan until the earlier of (i) 20 days after the Closing Date or (ii) completion of primary syndication as determined by the Administrative Agent and Lead Arranger. Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to borrow on request all or any portion of the date set forth in such Term Loan be comprised of a Eurodollar Loan if the Interest Rate Selection notice any or all of Period requested with respect thereto would end after the amounts specified in such Term Loan Interest Rate Selection NoticeMaturity Date.

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementherein set forth, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan term loans to the Borrower on the Closing DateDate in an amount for each Lender up to but not exceeding the amount of the Commitment of such Lender and in an aggregate principal amount not to exceed $75,000,000 (together, the "Term Loans", and from the Closing Date to the each a "Term Loan Maturity DateLoan"), convert which shall bear interest and continue Segments from time to time shall be repaid in accordance with the terms hereof. The principal amount of each Segment of Once repaid, the Term Loan outstanding Loans incurred hereunder from time to time shall bear interest and the Term Loan shall may not be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (b) The Borrower shall give the Administrative Agent written notice of the borrowing hereunder at least one Business Day prior to the Closing Date; provided that such notice shall be deemed to have been given on a certain day only if given before 12:00 P.M. (New York City time) on such day. Not later than 1:00 P.M. (New York City time, ) on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, shall make available the amount of its Pro Rata Term Share of the Term Loan available to be made by wire transfer to the Administrative Agent. Such wire transfer shall be directed it on such date to the Administrative Agent at as specified by the Administrative Agent’s Office and shall be , in immediately available funds, for the form account of same day funds in Dollarsthe Borrower. The aggregate amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery depositing the same, in immediately available funds, in an account of the proceeds thereof as Borrower designated by the Borrower to the Administrative Agent in the notice of borrowing. (c) The failure of any Lender to make any Term Loan to be made by it on the Closing Date shall not relieve any other Lender of its obligation to make its Term Loan on such date, but neither any Lender nor the Administrative Agent shall be directed responsible for the failure of any other Lender to make a Term Loan to be made by such other Lender, and no other Lender shall have any obligation to the Administrative Agent or any other Lender or the Borrower for the failure by such Lender to make any Loan required to be made by such Lender. The amounts payable by the Responsible Officer Borrower at any time hereunder and under the Term Notes to each Lender shall be a separate and independent debt of the Borrower and reasonably acceptable each Lender shall be entitled to the Administrative Agent. The initial Borrowing protect and enforce its rights arising out of this Agreement and the Term Loan may Notes, and it shall not be a Eurodollar Rate Segment, a Base Rate Segment, necessary for any other Lender or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make to consent to, or be joined as an additional party in, any proceedings for such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepurposes.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $5,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in installments, convert in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full simultaneously with the consummation of any Sale, and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 50% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or thirty (30) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds are not applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the last day of each Segment calendar month and on the Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender.

Term Loan. (a) Subject The Company shall repay to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Lenders the Outstanding Amount of the Term Loan to the Borrower in quarterly installments on the Closing Datelast Business Day of each March, June, September and from December (commencing with the Closing Date to last Business Day of the first full fiscal quarter after the Term Loan Maturity Funding Date) in an amount equal to (v) for the first four such quarterly installments, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment 1.25% of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No initial principal amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under advanced on the Term Loan Facility shall be allowed after Funding Date, (w) for the fifth through eighth such quarterly installments, 1.875% of the initial such advance principal amount of the Term Loan advanced on the Closing Term Loan Funding Date. Segments , (x) for the ninth through twelfth such quarterly installments, 2.50% of the initial principal amount of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, advanced on the Closing Term Loan Funding Date, each Term Loan Lender shall(y) for the thirteenth through sixteenth such quarterly installments, pursuant to 3.125% of the terms and subject to the conditions of this Agreement, make the initial principal amount of its Pro Rata Term Share of the Term Loan available by wire transfer to advanced on the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Term Loan Funding Date and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall(z) for each such quarterly installment thereafter, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery 3.75% of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing principal amount of the Term Loan may advanced on the Term Loan Funding Date (which amounts shall be reduced as a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion result of the initial Borrowing application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 9.14: provided, however, that (i) the Company shall repay to the Lenders the Outstanding Amount of the Term Loan is advanced in full on the Maturity Date, (ii) if any principal repayment installment to be made by the Company (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (B) if any principal repayment installment to be made by the Company on a Eurodollar Eurocurrency Rate SegmentLoan shall come due on a day other than a Business Day, the Administrative Agent such principal repayment installment shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior be extended to the date that is then anticipated next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow due on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeimmediately preceding Business Day.

Term Loan. (a) Subject to Each Lender severally agrees on the terms and conditions set forth in this Agreement to make Advances to the Borrower (upon request of the Borrower pursuant to this Agreement, each ) on the Termination Date in an amount up to the sum of (i) the outstanding principal amount of the Advances made by such Lender to the Borrower and outstanding as of the opening of business on the Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Termination Date. The aggregate of such Advances is collectively called the "Term Loan". (b) The Term Loan Lender severally agrees shall be made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Term Loan Borrowing (a "Notice of Term Loan Borrowing"), in substantially the form of Exhibit A-3 hereto (which notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time not less than three (3) Business Days prior to make an advance of its Pro Rata Term Share the Termination Date), specifying: (A) the amount of the Term Loan to which shall be in a principal amount not more than the Borrower sum of (i) the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Closing Termination Date, and plus (ii) the amount available to be borrowed from the Closing Date to Lenders as of the opening of business on the Termination Date; (B) whether the Term Loan Maturity Dateis to be comprised of Base Rate Advances or Eurodollar Rate Advances, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of such Advances; and (C) the Term Loan outstanding hereunder from time Interest Period(s) applicable to time shall bear interest and the Advances included in such notice; provided that the Term Loan shall be repayable as herein made only if the Borrower, in accordance with Section 2.16, shall have requested that the then current Termination Date be extended; provided. No amount , further, that if the Term Loan is made no Termination Date of any Lender shall be extended. (c) The proceeds of the Term Loan repaid or prepaid made by the Borrower may Lenders, to the extent required, will be reborrowed hereunder, and no subsequent advance under used to pay the Term Loan Facility shall be allowed after the initial such advance principal amount of the Term Loan Advances made by the Lenders outstanding as of the opening of business on the Closing Termination Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan in US Dollars to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, p.m. on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in US Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the a Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 3.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice Notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each (i) Initial Term Loan Lender severally severally, but not jointly, agrees to make an advance of its Pro Rata Term Share of the Term Loan available to the Borrower (through the Administrative Agent) on the Closing Date, and from the Closing Date to the such Initial Term Loan Maturity Date, convert and continue Segments from time to time Lender’s Initial Term Loan Commitment Percentage of a term loan in accordance with Dollars (the terms hereof. The “Initial Term Loan”) in the aggregate principal amount of each Segment of FORTY-FOUR MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($44,750,000) (the “Initial Term Loan outstanding hereunder from time to time shall bear interest Committed Amount”) for the purposes hereinafter set forth and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bii) Not later than 1:00 P.M. New York time, on the Closing Date, each First Amendment Term Loan Lender shallseverally, pursuant but not jointly, agrees to make available to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to Borrower (through the Administrative Agent. Such wire transfer shall be directed to ) on the Administrative Agent at First Amendment Effective Date such First Amendment Term Loan Lender’s First Amendment Term Loan Commitment Percentage of a term loan in Dollars (the Administrative Agent’s Office “First Amendment Term Loan”; and shall be together with the Initial Term Loan, the “Term Loan”) in the form aggregate principal amount of same day funds in DollarsFIVE MILLION TWO-HUNDRED FIFTY THOUSAND DOLLARS ($5,250,000) (the “First Amendment Term Loan Committed Amount”; and together with the Initial Term Loan Committed Amount, the “Term Loan Committed Amount”) for the purposes hereinafter set forth. The amount so received Upon receipt by the Administrative Agent shallof the proceeds of the Term Loan, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, such proceeds will then be made available to the Borrower by delivery the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds thereof made available to the Administrative Agent by the Term Loan Lenders and in like funds as shall be received by the Administrative Agent (or by crediting such other account(s) as directed by the Responsible Officer Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Initial Term Loan made on the Closing Date or any of the two (2) Business Days following the Closing Date, may only consist of Alternate Base Rate Loans unless the Borrower and delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later less than three (3) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a . LIBOR Rate Loans shall be made by each Term Loan Interest Lender at its LIBOR Lending Office and Alternate Base Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Loans at its Domestic Lending Office. Amounts repaid or prepaid on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticemay not be reborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Initial Term Commitment, which Initial Term Loans (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to the entire amount of each Lender’s Initial Term Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13; and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Initial Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in the Notice of Borrowing, and if less than any Lender’s Term Commitment, such Lender’s Term Commitment shall terminate immediately and without further action on the closing date related thereto, after giving effect to the funding of such Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this Agreementset forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifIncremental Term Loans, Extended Term Loans or Refinancing Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Term Commitment, which Initial Term Loans (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to the entire amount of each Lender’s Term Commitment; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13(b); and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment or such lesser amount as is specified in the Notice of Borrowing, and if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this Agreementset forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, Incremental Term Loans or Extended Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Closing Date Term Loan”) to Borrower in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Closing Date Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofAmount. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallIn addition, subject to the terms and conditions of this Agreement, on the Delayed Draw Term Loan Funding Date, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Delayed Draw Term Loan Amount; provided that (a) the Delayed Term Loan shall be made in a single drawing and Borrower may only request one Delayed Draw Term Loan, (b) the date selected by Borrower as the Delayed Draw Term Loan Funding Date shall be a date prior to the second anniversary of the Closing Date, and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. The Delayed Draw Term Loan shall be made by written request by an Authorized Person delivered to Agent (such written request, the “Delayed Draw Term Loan Notice”) and shall specify the Delayed Draw Term Loan Amount and the Delayed Draw Term Loan Funding Date. The Delayed Draw Term Loan Notice must be received by Agent no later than 10:00 a.m. (California time) on the fifth Business Day prior to the Delayed Draw Term Loan Funding Date. When funded, the Delayed Draw Term Loan shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the satisfaction of Term Loan for all applicable conditions in Sections 5.01 purposes hereunder and 5.02, be made available to under the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentother Loan Documents. The initial Borrowing principal of the Term Loan may shall be repaid in quarterly installments on the last day of each fiscal quarter (commencing December 31, 2010), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount with a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion final installment of the initial Borrowing unpaid balance on the Maturity Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan is advanced as a Eurodollar Rate Segment, in accordance with the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to terms hereof. Any principal amount of the date Term Loan that is then anticipated to repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeconstitute Obligations.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan a term loan to the Borrower in dollars, on a single occasion on the Closing Effective Date, in an aggregate principal amount not to exceed its Commitment at such time. Amounts prepaid or repaid in respect of Loans may not be reborrowed. (ii) Each Loan shall be made on the Effective Date as part of one or more Borrowings consisting of Loans made by the Lenders in accordance with their respective Applicable Percentages. 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 Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (iii) Subject to Section 2.8 and Section 2.10, the Borrowings made on the Effective Date may be comprised of Eurocurrency Loans or ABR Loans or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4, provided that no Loan shall be maintained as or converted into a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date (it being understood that in the event that the Borrower has delivered an extension notice pursuant to Section 10.9 to extend the Maturity Date from the Closing Date to the Term Loan Original Maturity Date, convert and continue Segments from time to time the Initial Extended Maturity Date, or the Second Extended Maturity Date, as applicable, Loans may be maintained as or converted into Eurocurrency Loans, at the option of the Borrower in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of day that is one (1) month prior to the Term Loan on Original Maturity Date, the Closing Initial Extended Maturity Date or the Second Extended Maturity Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not applicable, so long as in each case such maintenance as or conversion to a Eurocurrency Loan does not occur later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated one (1) month prior to be the Closing Third Extended Maturity Date, ). Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the Administrative Agent has received from obligation of the Borrower a Term to repay such Loan Interest Rate Selection Notice in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, together with the Borrower’s written acknowledgement in form including Section 2.12, and substance satisfactory no Lender shall make any such election if and to the Administrative Agent that extent the provisions of Section 4.05 hereof shall apply to any failure by same would cause the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeincrease its payment obligations hereunder.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan Lender shall, to the Borrowers pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrowers, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each the Lender hereby agrees to extend to the Borrower a Term Loan repayable in the principal amount of $9,000,000. Notwithstanding such stated principal amount and the stated principal amount of the Term Note, the Lender severally agrees shall only be required to make an advance fund to the Borrower the principal sum of its Pro Rata $8,000,000 in respect of the Term Share Loan, and the $1,000,000 difference shall be treated as original issue discount. The $8,000,000 fundable amount of the Term Loan to the Borrower shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in accordance with the schedule of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full upon the consummation of any Sale, convert and continue Segments (ii) in part from time to time in the event and to the extent of thirty (30%) percent of any and all Qualified Proceeds received by the Borrower or any Subsidiary from time to time. With respect to any prepayment under the foregoing clause (ii), same shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or ninety (90) days (plus such reasonable extension, not to exceed 90 repeat days, as may be required to obtain any required regulatory approvals) after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds have not been applied to the purchase price and/or related expenses of a consummated business acquisition), and shall be applied to the principal of the Term Note in inverse order of maturity. (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the first day of each Segment calendar month and on the Term Note Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower and CPR hereby authorize the Lender to collect any and all such interest and any principal amounts due and payable from the Lockbox and/or charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loan; provided, however, that (i) if and to the extent that the Lender makes any such charge to the Borrower’s revolving credit loan accounts at any time and from time to time shall bear interest and for the Term Loan shall be repayable as herein provided. No amount payment of the principal of the Term Loan Loan, the Lender shall promptly thereafter cause such additional Advances to be repaid or prepaid by applying any collected balances in the Lockbox, to the extent of such collected balances, and (ii) the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time such interest and/or principal is due and payable). (d) Unless sooner due and payable by reason of an Event of Default hereunder having occurred and having been continuing at the time of acceleration, the Borrower may be reborrowed hereunder, and no subsequent advance under shall pay to the Term Loan Facility shall be allowed after Lender all of the initial such advance then-outstanding Obligations in respect of the Term Loan on the Closing Term Note Maturity Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (be) Not later than 1:00 P.M. New York time, on the Closing Date, each The Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received evidenced by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer a secured Term Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Lender or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeregistered assigns.

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan to Availability. The principal of the Borrower Term Loan shall be repaid in sixteen (16) consecutive quarterly installments (or earlier as provided herein) payable on the Closing first day of each fiscal quarter commencing on July 1, 2016, of which the first fifteen (15) installments shall each be in the amount of $937,500 and the last installment shall be in the amount of the entire unpaid principal balance of the Term Loan (the date of such last quarterly installment, being referred to herein as the “Term Loan Maturity Date”) ; provided, that, the outstanding unpaid principal balance and from all accrued and unpaid interest on the Closing Date to Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinshall constitute Obligations hereunder. (b) Not later than 1:00 P.M. New York In the event that, at any time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata the outstanding Term Share of Loan exceeds the Term Loan available by wire transfer Availability, to the Administrative Agent. Such wire transfer extent that there shall be directed Excess Availability after giving effect thereto, a reserve in an amount equal to the Administrative such excess shall be established as provided in Section 2.1(f), and, otherwise, Borrowers shall, upon demand by Agent at its option or at the Administrative Agent’s Office and shall be in direction of the form of same day funds in Dollars. The amount so received by the Administrative Agent shallRequired Lenders, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, which may be made available at any time or from time to time, repay to Agent the Borrower by delivery entire amount of the proceeds thereof as shall be directed by the Responsible Officer any such excess(es) for which payment is demanded (and including breakage or similar costs, if any) within one (1) Business Day of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticedemand.

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementcontained herein, in addition to the Credit Facility under Sections 2.1 and 2.2 hereof, as a one-time accommodation to the Borrowers, each Term Loan Lender severally (and not jointly) agrees to make an advance of fund its Pro Rata Term Share of a term loan to Borrowers in the original principal amount of $60,000,000 on the Effective Date (the "Term Loan"). The Term Loan is (i) to the Borrower on the Closing Datebe repaid, together with interest and from the Closing Date to the Term Loan Maturity Dateother amounts, convert and continue Segments from time to time in accordance with this Agreement and the terms hereofother Financing Agreements and (ii) secured by all of the Collateral. The principal amount of the Term Loan shall be repaid in consecutive quarterly installments of $1,500,000 each, payable on the fifteenth day of each Segment calendar quarter commencing January 15, 2005; provided, that, no such payment may be made, or be deemed to be due and payable, unless and until the Term Loan Availability Condition has been satisfied. Notwithstanding the foregoing, the entire unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon shall be due and payable on the earlier of the effective date of termination or non-renewal of the Financing Agreements or the acceleration of the Obligations. Except for the making of the Term Loan as set forth in this Section 2.3, Borrowers shall have no right to request and Term Lenders shall have no obligation to make any additional loans or advances to Borrowers under this Section 2.3 and any repayments of the Term Loan shall not be subject to any readvance to or reborrowing by Borrowers. The parties hereto agree and acknowledge that proceeds from the making of the Term Loan in the amount of $60,000,000 shall be applied to prepay the outstanding amount of Revolving Loans on the Effective Date. (b) The Term Loans shall bear interest based on the Prime Rate only and may not be converted to Eurodollar Rate Loans. (c) In the event that the aggregate principal amount of the Term Loan outstanding hereunder exceeds the Maximum Term Credit, Borrowers shall, upon demand by Agent or Required Term Lenders, which may be made at any time or from time to time shall bear interest time, immediately repay to Agent for the account of the Term Lenders the entire amount of any such excess for which payment is demanded; provided, that, no such payment may be made, or be deemed to be due and payable, unless and until the Term Loan shall be repayable as herein providedAvailability Condition has been satisfied. No amount Any prepayments of the Term Loan pursuant to this Section 2.3(c) shall be applied to the scheduled installments under Section 2.3(a) in inverse order of maturity. Any amount so repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under applied on account of the Term Loan Facility under this Section 2.3(c) may not be reborrowed. (d) Borrowers shall be allowed after the initial such advance of prepay the Term Loan on the Closing Dateearlier of the date that is ten (10) days after (A) the date on which Borrowers' monthly financial statements for the month ending September 30 are delivered pursuant to Section 9.6(a) hereof or (B) the date on which such monthly financial statements were required to be delivered pursuant to Section 9.6(a) hereof in an amount equal to twenty-five percent (25%) of Excess Cash Flow for the twelve month period ending on September 30 (commencing with the twelve month period ending on September 30, 2004); provided, that, no such payment may be made, or be deemed to be due and payable, unless and until the Term Loan Availability Condition has been satisfied. Segments Any prepayments from Excess Cash Flow paid pursuant to this Section 2.3(d) shall be applied to the scheduled installments under Section 2.3(a) in inverse order of maturity. Each such prepayment shall be accompanied by a certificate signed by Administrative Borrower's chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be substantially in the form attached hereto as Exhibit E. Any amount so repaid or applied on account of the Term Loan under this Section 2.3(d) may not be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (be) Not later than 1:00 P.M. New York timeNotwithstanding anything to the contrary contained in Section 13.1(d), Borrowers may prepay the Term Loan, without penalty or premium commencing with the first anniversary of the Effective Date so long as the aggregate amount of such prepayments do not exceed $10,000,000 in any 12-month period; provided, that, no such payment may be made unless and until the Term Loan Availability Condition has been satisfied. (f) To the extent a payment or prepayment pursuant to Sections 2.3(a), 2.3(c) and/or 2.3(d) is not permitted to be made because the Term Loan Availability Condition has not been satisfied, such circumstance shall not result in an Event of Default and such payment or prepayment shall be deferred until such time as the Term Loan Availability Condition can be satisfied with respect to such payment or prepayment. (g) Agent, on behalf of the Closing DateBorrowers, agrees to record each Term Loan Lender shall, pursuant on the Register referred to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the in Section 13.6(b). The Term Loan available recorded on the Register (the "Registered Term Loan") may not be evidenced by wire transfer to promissory notes other than a Registered Term Note (as defined below). Upon the Administrative Agent. Such wire transfer registration of a Term Loan, any promissory note (other than a Registered Term Note) evidencing the same shall be directed to the Administrative Agent at the Administrative Agent’s Office null and void and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject returned to the terms Borrowers. Borrowers agree, at the request of Required Term Lenders, to execute and conditions of this Agreementdeliver to Term Lenders a promissory note in registered form to evidence such Registered Term Loan (i.e., including without limitation the satisfaction of all applicable conditions containing registered note language) and registered as provided in Sections 5.01 and 5.02Section 13.6(b) hereof (a "Registered Term Note"), be made available payable to the Borrower by delivery order of each Term Lender and otherwise duly completed. Once recorded on the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate SegmentRegister, the Administrative Agent shall make Obligations evidenced by such Borrowing Registered Note may not be removed from the Register so long as it remains outstanding, and a Eurodollar Rate Segment only if, Registered Term Note may not later than three Business Days prior to the date be exchanged for a promissory note that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower not a Registered Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeNote.

Term Loan. (a) Subject Foothill has agreed to make a "Term Loan" to Borrower in the original principal amount of $4,000,000. The Term Loan shall be repaid with an initial repayment of $2,000,000 on or before December 30, 1997, and the balance of $2,000,000 repaid through the proceeds received by LaserSight from the disposition of the Vision Pledged Shares pursuant to the terms and conditions of this the Vision Stock Distribution Agreement, each Term Loan Lender severally agrees it being agreed between Borrower and Foothill that the first $2,500,000 of such proceeds shall be made available by Foothill to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time for Revolving Advances in accordance with the terms hereof through the application of such proceeds to the Foothill Account pursuant to Section 2.7 hereof. The principal amount ; and all proceeds received after the receipt of each Segment initial $2,500,000 in proceeds shall be applied by Foothill as and when received from Vision, pursuant to the Vision Stock Distribution Agreement or that certain Escrow Agreement between Vision and LaserSight dated as of December 30, 1997 (the "Escrow Agreement"), in repayment of the Term Loan remaining outstanding hereunder balance from time to time under the Term Loan until the Term Loan is fully repaid; and, on May 29, 1998, in the event that the Term Loan has not been fully repaid from proceeds received from the disposition of the Vision Pledged Shares and Vision is obligated, pursuant to the Vision Stock Distribution Purchase Agreement, to pay a shortfall to LaserSight in the amount of the difference between $6,500,000 (subject to certain purchase price adjustments) and the amount received from the disposition of the Vision Pledged Shares, any such cash payment made by Vision shall bear be applied by Foothill first to the payment of any balance remaining outstanding under the Term Loan, and any amount of such shortfall payment remaining after such application, shall be made available to Borrower for Revolving Advances in accordance with the terms hereof by application to the Foothill Account. The outstanding principal balance and all accrued and unpaid interest and under the Term Loan shall be repayable as herein provideddue and payable upon the termination of this Agreement, whether by its terms, by prepayment, by acceleration, or otherwise. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments The unpaid principal balance of the Term Loan may be Base Rate Segments prepaid in whole or Eurodollar Rate Segments in part without penalty of premium at any time during the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions term of this Agreement, make the amount of its Pro Rata Term Share of Agreement upon 30 days prior written notice by Borrower to Foothill. All amounts outstanding under the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery constitute Obligations. D. Section 3.4 of the proceeds thereof Loan Agreement hereby is amended in is entirety to read as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.follows:

Term Loan. (a) (a) Generally. (i) On the Closing Date, the Term Lenders made certain term loans to the Borrowers in an aggregate amount equal to $20,000,000 (the “Initial Term Loans”) pursuant to the terms of this Agreement prior to the Second Amendment Date. The Initial Term Loans have been completely funded and may not be reborrowed. Any and all Term Loan Commitments in respect of the Initial Term Loans terminated in full upon the funding of the Initial Term Loans on the Closing Date. (ii) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally agrees to make a term loan (each such loan, aan “Additional Term Loan”) to the Borrowers on the ClosingSecond Amendment Date in an advance of its Pro Rata Term Share of aggregate amount equal to the Additional Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Commitment of such Term Lender. The Additional Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount Commitment of each Segment of the Term Loan outstanding hereunder from time to time Lender shall bear interest and the terminate immediately after such Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Lender funds its Additional Term Loan on the Closing Date. Segments of the Amounts borrowed under this Section 2.01(a) once paid or prepaid, may not be reborrowedSecond Amendment Date. The Additional Term Loan may shall be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, made on the Closing Date, each Term Loan Lender shall, pursuant to ClosingSecond Amendment Date upon the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed Borrower Representative’s irrevocable notice to the Administrative Agent at the Administrative Agent’s Office via a Borrowing Request Notice appropriately completed and shall be in the form signed by a member of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Senior Management of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan Representative, which may be a Eurodollar Rate Segmentgiven by any Electronic Medium. (iii) Amounts borrowed under this Section 2.01(a) once paid or prepaid, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to On the Effective Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date, and from the Closing Effective Date up to the entire amount of each Lender’s Term Loan Maturity DateCommitment; (ii) once prepaid or repaid, convert may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and continue Segments from time to time maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender up to the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative AgentCommitment. Such wire transfer shall Amounts paid or prepaid in respect of Incremental Term Loans may not be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) On the Fourth Amendment Effective Date, subject to the terms and conditions contained herein, in the Fourth Amendment and in the other Financing Agreements, each Term Loan Lender party to this Agreement on such date severally (and not jointly) agrees to make an additional term loan to Borrowers in an amount equal to such Term Loan Lender’s Pro Rata Share of $37,500,000 (collectively referred to hereinafter as the “Term Loan”). Except as Agent and Term Loan Lenders may otherwise agree, each Term Loan Lender shall make the amount of such Term Loan Lender’s Term Loan available to Agent in immediately available funds by no later than 12:00 noon New York time on the Fourth Amendment Effective Date. After Agent’s receipt of the proceeds, Agent shall make the proceeds of the Term Loan available to Borrowers as provided in Section 6.5 hereof. The Term Loan shall be (i) repaid, together with all accrued and unpaid interest thereon and all other Obligations outstanding with respect thereto (other than contingent indemnification obligations and other contingent Obligations related thereto which expressly survive the repayment of the Term Loan), in accordance with this Agreement, any Registered Term Note, and the other Financing Agreements, and (ii) secured by all of the Collateral. (b) The proceeds of the Term Loan, together with cash held by Borrowers, shall be used on the Fourth Amendment Effective Date to repay in full the Existing Term Loan and all accrued interest and fees related thereto. Borrower hereby authorizes and directs the disbursement of the proceeds of the Term Loan, together with cash it has in its deposit accounts on the Fourth Amendment Effective Date, to make the payments to the parties set forth on Exhibit B to the Fourth Amendment. (c) On and after the Fourth Amendment Effective Date, the principal amount of the Term Loan shall be repaid in thirteen (13) consecutive quarterly installments (or earlier as provided herein) payable on the first day of each calendar quarter commencing April 1, 2006, of which (i) the first twelve (12) installments shall each be in the amount of $1,500,000 and (ii) the last installment shall be in the amount of the entire unpaid principal amount of the Term Loan, together with all accrued and unpaid interest thereon and all other Obligations with respect thereto (other than contingent indemnification obligations and other contingent Obligations related thereto which expressly survive the repayment of the Term Loan), shall be due and payable on the earlier of (A) the Term Loan Maturity Date, or (B) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. Subject to the provisions of Sections 2.6(d) and (e) below, the Term Loan may be prepaid in whole or in part at any time without premium or penalty, but once repaid may not be reborrowed. (d) Borrowers may, at their option, make a prepayment of all or any portion of the outstanding balance of the Term Loan: (i) so long as: (A) at all times during the thirty (30) day period immediately prior to such payment and after giving effect to such payment, Borrowers have Excess Availability plus Qualified Cash of no less than $40,000,000; (B) Borrowers’ EBITDA for the twelve (12) month period most recently ended is $55,000,000 or more; and (C) both before and after giving effect to such payment, no Default or Event of Default exists or would occur; (ii) with the net cash proceeds of any issuance or sale of, or capital contribution in respect of, any Capital Stock of NY&Co after the date hereof in each case, to the extent the transaction giving rise to such proceeds is not prohibited under the terms of the Financing Agreements or is otherwise consented to by Agent in writing; or (iii) with the net cash proceeds of a refinancing of the Term Loan on terms and conditions satisfactory to Agent. (e) Agent, on behalf of Borrowers, agrees to record the Term Loan on the Register. The Term Loan recorded on the Register (the “Registered Term Loan”) may not be evidenced by promissory notes other than a Registered Term Note (as defined below). Upon the registration of a Term Loan, any promissory note (other than a Registered Term Note) evidencing the same shall be null and void and shall be returned to Borrowers. Borrowers agree, at the request of the Required Term Loan Lenders, to execute and deliver to Term Loan Lenders a promissory note in registered form to evidence such Registered Term Loan (i.e., containing registered note language) and registered as provided in Section 14.7(b) hereof (a “Registered Term Note”), payable to the order of each Term Loan Lender and otherwise duly completed. Once recorded on the Register, the Obligations evidenced by such Registered Term Note may not be removed from the Register so long as it remains outstanding, and a Registered Term Note may not be exchanged for a promissory note that is not a Registered Term Note. (f) Within ten (10) days following the receipt by Borrowers of the Net Cash Proceeds from the incurrence or issuance by Borrowers of any Indebtedness for borrowed money described in clause (a) of the definition of Indebtedness on or after the date of the Fourth Amendment (which shall exclude for purposes of this Section 2.3(f) the Indebtedness permitted under Sections 9.9(e), (f), (g), (h) and (i)), Borrowers shall, absolutely and unconditionally and without notice or demand, prepay the then outstanding principal amount of the Term Loan in an amount equal to fifty (50%) percent of the amount by which such Net Cash Proceeds exceed $20,000,000; provided, that, in the event that all or a portion of the Net Cash Proceeds from the incurrence or issuance of such Indebtedness is used by Borrowers to build a distribution center, such prepayment shall be in an amount equal to fifty (50%) percent of the amount by which such Net Cash Proceeds exceed the sum of (x) the amount of such Net Cash Proceeds used by Borrowers to build such distribution center (up to $30,000,000), and (y) $20,000,000. (g) Within ten (10) days following the receipt by Borrowers of the Net Cash Proceeds from the sale by Borrowers of any assets or properties of Borrowers (other than as permitted in Section 9.7(b) hereof) on or after the date of the Fourth Amendment, Borrowers shall, absolutely and unconditionally and without notice or demand, prepay the then outstanding principal amount of the Term Loan in an amount equal to fifty (50%) percent of the amount of such Net Cash Proceeds; provided, that, (i) in the event of a sale of the trademarks listed on Exhibit C to the Fourth Amendment, such prepayment shall be in an amount equal to such percentage of the Net Cash Proceeds in excess of $5,000,000; and (ii) so long as no Default or an Event of Default has occurred and is continuing, on the date any Borrower receives Net Cash Proceeds from the sale of any Equipment or Real Property of such Borrower, such Net Cash Proceeds may, at the option of such Borrower, be applied to acquire replacement property or assets of a like kind to the property or assets so disposed, provided, that (A) Agent shall have a first priority, valid and perfected security interest in such replacement property or assets, and (B) such Borrower shall deliver to Agent a certificate within ten (10) days after the date of receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used to acquire such replacement property or assets of a like kind to the property or assets so disposed within one hundred eighty (180) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth an estimate of the Net Cash Proceeds to be so expended), (C) if all or any portion of such Net Cash Proceeds are not so used within such one hundred eighty (180) day period, such unused Net Cash Proceeds shall be applied to prepay the Term Loan and the Obligations related thereto in accordance with this Section 2.3(g), and (D) pending such reinvestment, such Net Cash Proceeds shall be applied as a prepayment of Revolving Loans. (h) In the event that at any time on or after July 1, 2006 (i) the sum of Borrowers’ Excess Availability and Qualified Cash is at any time less than $50,000,000, and (ii) EBITDA of Borrowers when calculated for the twelve (12) consecutive fiscal month period most recently ended for which Agent has received financial statements of Borrowers is less than $65,000,000, within ten (10) days thereafter, Borrowers shall, absolutely and unconditionally without notice or demand, prepay the then outstanding principal amount of the Term Loan in an amount such that, after giving effect thereto, the outstanding principal amount of the Term Loan shall be equal to $25,000,000, provided, that, (A) in the event that as of any date that such mandatory prepayment is due as set forth above, the conditions to optional prepayments by Borrowers in respect of the Term Loan set forth in Section 2.3(d)(i) above would not be satisfied after giving effect to such mandatory prepayment, then payments in respect of such mandatory prepayment shall instead be due and payable on each date thereafter that all or any portion of such mandatory prepayment otherwise due on the date set forth above may be made to the extent that after giving effect thereto the conditions to optional prepayments in Section 2.3(d)(i) would be satisfied, and Borrowers shall make such payments in respect of such mandatory prepayment until the aggregate amount of all of such payments equals the amount required to have been paid as of the original due date for such mandatory prepayment; (B) in the event that Borrowers are not required to make a mandatory prepayment under this Section 2.3(h) on the due date as set forth above, then on and after such due date, the amount of the minimum Excess Availability that Borrowers are required to maintain under Section 9.17 hereof shall be increased by the amount of the mandatory prepayment that would have otherwise been paid under this Section 2.3(h) on the such due date, provided, that, (1) the amount of the minimum Excess Availability required to be maintained under Section 9.17 shall thereafter be reduced to the extent of payments received by Agent in respect of such mandatory prepayment as provided in clause (A) above, and (2) in no event shall the amount of the minimum Excess Availability that Borrowers are required to maintain under Section 9.17 hereof be reduced to less than $7,500,000. (i) Each such prepayment required pursuant to clauses (f) and (g) of this Section 2.3 shall be accompanied by a certificate signed by each Borrower’s chief financial officer certifying the manner in which the Net Cash Proceeds from the transactions described in (f) and (g) of this Section 2.3 and the resulting prepayment were calculated. (j) Each prepayment of principal under this Section 2.3 shall be made together with accrued and unpaid interest thereon to the date of such prepayment. Each prepayment set forth in this Section 2.3 shall be applied against the remaining installments (if any) of principal due on the Term Loan in the inverse order of maturity, and to the extent that the Term Loan has been repaid in full, Agent shall apply such amounts to the Obligations, whether or not then due, in such order or manner as Agent shall determine, or at Agent’s option, to be held as cash collateral for the Obligations. Nothing contained in this Section 2.3 shall be construed to constitute a consent, implied or otherwise, to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.”

Term Loan. (a) Subject to the terms and conditions of this Agreement, hereof (including Section 5.1 with respect to the Initial Term Loans and Section 5.2 with respect to each Term Loan Advance thereafter), the Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan Advances in Dollars to the Borrower on the Closing DateBorrower, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time on any Business Day during the Availability Period, in accordance with an aggregate amount, not to exceed at any one time outstanding the terms hereof. The principal amount of each Segment of the Lender’s Term Loan outstanding hereunder from time Credit Aggregate Commitment. For the avoidance of doubt, and subject to time the conditions set forth in Section 5.1, on the Effective Date the Borrower shall bear interest borrow and the Lender shall make, the Initial Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoans. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each The Borrower may request Term Loan Lender shall, pursuant Advances only by delivery to the terms and subject to Lender of a Request for Term Credit Advance executed by an Authorized Signer for the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallBorrower, subject to the terms and conditions of this Agreementfollowing: (i) each such Request for Term Credit Advance shall set forth the information required on the Request for Term Credit Advance, including without limitation limitation, the satisfaction proposed date of all applicable conditions in Sections 5.01 and 5.02such Term Loan Advance, which must be made available a Business Day; (ii) each such Request for Term Credit Advance shall be delivered to the Borrower Lender by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment12:00 p.m. (New York Time time), a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three ten (10) Business Days prior to the proposed date that is then anticipated of the Term Loan Advance; (iii) on the proposed date of any Term Loan Advance (after giving effect to such additional contemplated Term Loan Advance), the aggregate principal amount of all Term Loans outstanding on such date shall not exceed the Term Loan Credit Aggregate Commitment; provided that: (A) the only Term Loan Advance permitted on the Effective Date shall be the Closing Date, the Administrative Agent has received from the Borrower a Initial Term Loan Interest Rate Selection Notice Advance, (B) after the Initial Term Loan Advance, no additional Term Loan Advances shall be made (and the Lender shall have no obligation to make any Term Loan Advances) prior to the delivery of the Independent Engineer’s Report with respect theretoto the Turkey Creek Project, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent Lender, (C) after the delivery of the Independent Engineer’s Report pursuant to clause (B) but prior to the delivery of (i) a certificate signed by a Responsible Officer certifying to the completion of the Turkey Creek Project, (ii) the Commercial Operation Date with respect to the Turkey Creek Project, (iii) satisfaction of the Turkey Creek EPC Conditions, (iv) delivery of the Turkey Creek Lien Waivers, (v) receipt by Lender of each of the deliverables set forth in Sections 7.20(a) and 7.20(b) herein, (vi) satisfaction of a performance test that achieved 50% or greater capacity factor over a consecutive sixty (60) day period and (vii) satisfaction of the provisions requirements set forth in Section 7.20(h), no Term Loan Advances shall be made if the aggregate principal amount of Section 4.05 hereof Term Loans outstanding hereunder (after giving effect to such additional contemplated Term Loan Advance) would exceed $180,000,000, and (D) after the delivery or satisfaction, as applicable, of each of the deliverables enumerated in clause (C) above, the Borrower may request Term Loan Advances up to the then remaining amount available under the Term Loan Credit Agreement Commitment. (iv) the principal amount of such Term Loan Advance shall apply be at least $25,000,000 or the remainder available under the Term Loan Credit Aggregate Commitment; (v) there shall be no more than two (2) Term Loan Advance per calendar quarter and no more than one (1) Term Loan Advance per calendar month; and (vi) a Request for Term Credit Advance, once delivered to any failure the Lender, shall not be revocable by the Borrower to borrow on and shall constitute a certification by the Borrower as of the date thereof that: (1) all conditions to the making of the Term Loan Advance set forth in this Agreement have been satisfied, and shall remain satisfied to the date of such Term Loan Interest Rate Selection notice any or all of the amounts specified in Advance (both before and immediately after giving effect to such Term Loan Interest Rate Selection NoticeAdvance); (2) there is no Default or Event of Default in existence, and none will exist upon the making of such Term Loan Advance (both before and immediately after giving effect to such Term Loan Advance); and (3) the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the date of the making of such Term Loan Advance (both before and immediately after giving effect to such Term Loan Advance), other than any representation or warranty that expressly speaks only to a different date (in which case shall be true and correct as of such referred to date); (c) On the last day of the Availability Period, any amounts of undrawn Term Loan Credit Aggregate Commitments shall terminate (to the extent not previously terminated). For the avoidance of doubt, amounts borrowed under this Section 4.1 may not be reborrowed once repaid.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make a term loan to the Borrower, in dollars, on a single occasion on the Effective Date, in an advance aggregate principal amount not to exceed its Commitment at such time. Amounts prepaid or repaid in respect of Loans may not be reborrowed. (ii) Each Loan shall be made on the Effective Date as part of a Borrowing consisting of Loans made by the Lenders in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its Pro Rata Term Share obligations hereunder; provided that the Commitments are several and no Lender shall be responsible under this Agreement for any other Lender's failure to make Loans as required. (iii) Subject to Section 2.7 and Section 2.9, the Borrowings shall be comprised entirely of Eurocurrency Loans or ABR Loans, or a combination thereof, as determined by the Term Loan Borrower and notified to the Administrative Agent in accordance with Section 2.1(d). No Loan, including any Loan into which another Loan shall have been converted or continued under Section 2.3, shall be a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date (it being understood that in the event that the Borrower on has delivered an extension notice pursuant to Section 2.14 to extend the Closing Date, and Maturity Date from the Closing Date to the Term Loan Original Maturity Date, convert and continue Segments from time to time the First Extended Maturity Date, the Second Extended Maturity Date, the Third Extended Maturity Date, the Fourth Extended Maturity Date or the Fifth Extended Maturity Date, as applicable, Loans may be maintained as or converted into Eurocurrency Loans, at the option of the Borrower in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of day that is one (1) month prior to the Term Loan on Original Maturity Date, the Closing First Extended Maturity Date. Segments of , the Term Loan may be Base Rate Segments Second Extended Maturity Date, the Third Extended Maturity Date, the Fourth Extended Maturity Date or Eurodollar Rate Segments at the Borrower’s electionFifth Extended Maturity Date, as provided herein. (b) Not applicable, so long as in each case such maintenance as or conversion to a Eurocurrency Loan does not occur later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated one (1) month prior to be the Closing Sixth Extended Maturity Date, ). Each Lender at its option may make (or convert into or continue) any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make (or convert into or continue) such Loan; provided that any exercise of such option shall not affect the Administrative Agent has received from obligation of the Borrower a Term to repay such Loan Interest Rate Selection Notice in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, together with the Borrower’s written acknowledgement in form including Section 2.11, and substance satisfactory no Lender shall make any such election if and to the Administrative Agent that extent the provisions of Section 4.05 hereof shall apply to any failure by same would cause the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeincrease its payment obligations hereunder.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make an Initial Term Loan Lender shall, to the Parent Borrower pursuant to such Lender’s Term Commitment, which Initial Term Loans: (i) shall be made in U.S. Dollars; (ii) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.15(b); and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to be made by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate amount of its Term Commitment. Each Lender having an Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount of not to exceed its Pro Rata Term Share of the Incremental Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallCommitment, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Extended Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Refinancing Term Loan is advanced Commitment, as a Eurodollar Rate Segmentapplicable. Amounts repaid or prepaid in respect of Initial Term Loans, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, Incremental Term Loans or Extended Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance of its Pro Rata a Term Share Loan to Borrowers in the amount equal to $1,525,000. Borrower agrees to repay to Lender the Term Loan, together with interest thereon, in the manner provided herein. The principal owing hereunder in respect of the Term Loan to at any given time shall equal the Borrower on aggregate initial amount of the Closing Date, and from the Closing Date to advance made as the Term Loan Maturity Dateminus all principal payments thereon received by Lender in respect of the Term Loan. Amounts repaid in respect of the Term Loan may not be reborrowed hereunder. (b) The aggregate principal balance of the Term Loan shall be paid, convert jointly and continue Segments from time severally, by Borrowers to time Lender in monthly installments, due and payable on the first day of each calendar month, commencing on December 1, 2006. Each monthly principal installment shall be in an amount equal to the original principal balance of the Term Loan divided by eighty-four (84), provided that the remaining unpaid principal balance of the Term Loan and all accrued interest thereon shall be due and payable on the earliest of (i) the payment of the remaining unpaid principal balance of the Revolving Loans, (ii) the Termination Date and (iii) acceleration of the maturity of the Term Loan in accordance with the terms hereof. The principal amount of each Segment of . (c) Borrowers shall prepay the Term Loan outstanding hereunder from time the proceeds of insurance or condemnation awards paid in respect of any equipment in which Lender has a security interest. Such prepayments shall be applied first to time shall bear accrued but unpaid interest and the Term Loan shall be repayable as herein provided. No amount balance to installments of principal in the inverse order of their maturities. (d) Notwithstanding anything to the contrary contained herein, Borrowers may prepay the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance in accordance with Section 3.4(b)(ii) of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinSchedule A hereto. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to and upon the terms and conditions of this Agreementherein set forth, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the to Borrowers a Post-Petition Term Loan Advance in an amount not to the Borrower on the Closing Date, and from the Closing Date to the exceed such Lender's Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofCommitment. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Post-Petition Term Loan shall be repayable as herein providedcomprised of Post-Petition Term Loan Advances that shall be funded by Lenders on the first Business Day after Agents notify Lenders that the Post-Petition Term Loan Conditions are satisfied and in an aggregate principal amount not to exceed the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan on such date. No The proceeds of the Post-Petition Term Loan Advances shall be used by Borrowers solely to pay in full the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan. Each Post-Petition Term Loan Advance shall be evidenced by a Term Note in the principal amount of the Term Loan Commitment of the holder thereof, shall be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Notes and the other DIP Financing Documents and shall be secured by all of the Collateral. The Post-Petition Term Loan shall be repaid or prepaid by in monthly installments of $425,000 each, with the Borrower may be reborrowed hereunderfirst installment due on the first day of the month immediately following the funding of the Post-Petition Term Loan Advances, and no subsequent advance under continuing on the first day of each month thereafter, with a final payment due upon the Commitment Termination Date. The Term Loan Facility Commitment of each Lender shall expire on the funding by such Lender of its Post-Petition Term Loan Advance. Borrowers shall not be allowed after entitled to reborrow any amounts repaid with respect to the initial such advance Post-Petition Term Loan Advances. All of the Post-Petition Term Loan on the Closing Date. Segments of the Term Loan may Advances shall initially be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Loans. Each Lender shall make its Post-Petition Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made Advance available to the Borrower by delivery Collateral Agent in immediately available funds, to such account of the proceeds thereof Collateral Agent as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan Collateral Agent may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifdesignate, not later than three 12:00 noon on the first Business Days prior to Day after Agents notify Lenders that the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Post-Petition Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeConditions are satisfied.

Term Loan. An existing term loan in the original aggregate principal amount of $50,000,000 (athe “Existing Term Loan”) was advanced to the Borrowers on May 15, 2015 and remains outstanding immediately prior to the Eighth Amendment Effective Date. Subject to the terms and conditions of this Agreement, on the Eighth Amendment Effective Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make an advance of convert, exchange and “cashless roll” its Pro Rata Share of the Existing Term Loan for an equivalent amount of new term loans (collectively, the “Term Loan”) to Borrowers, such that as of the Eighth Amendment Effective Date (a) each Lender with a Term Loan Commitment shall hold an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount in accordance with this Agreement and (b) the entire amount of the Existing Term Loan shall be deemed repaid simultaneously with the borrowing of the Term Loan, with each Lender with a Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, an equal principal amount of the Term Loan in accordance with this Agreement; provided that (x) each such Lender with a Term Loan Commitment hereby waives its right to any compensation for Funding Losses pursuant to Section 2.12(b)(ii) of this Agreement with respect to the Borrower conversion, exchange and “cashless roll” of its portion of the Existing Term Loan; and (y) the Borrowers agree to pay to the Agent, on the Closing first interest payment date for the Term Loan pursuant to Section 2.12(a) (or otherwise, to the extent applicable, pursuant to Section 2.6(d)) following the Eighth Amendment Effective Date and for the ratable benefit of the Lenders holding a portion of the Existing Term Loan, all accrued and unpaid interest on the Existing Term Loan to the Eighth Amendment Effective Date, . The outstanding unpaid principal balance and from all accrued and unpaid interest on the Closing Date to Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (a) Subject to the terms and conditions of this Agreementset forth herein, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, each Lender shall make to the Borrowers a term loan in the principal amount equal to its pro rata share of Thirty Million Dollars ($30,000,000) (the “Term Loan”); provided that, in no event shall the Term Loan made by any Lender exceed the lesser of (i) the amount of such Lender’s Commitment or (ii) such Lender’s Pro Rata Share of the Borrowing Base (based upon the Term Loan Borrowing Base Certificate delivered by the Borrowers to the Agent on the Closing Date). The Term Loan is not a revolving credit facility and from if repaid, may not be redrawn, and any repayments or prepayments of principal on a Term Loan shall permanently reduce such Term Loan. The Borrowers irrevocably authorize the Agent and the Lenders to disburse the proceeds of the Term Loan on the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofof this Agreement, as set forth in the Flow of Funds Agreement. The principal amount of each Segment of Upon the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance making of the Term Loan on the Closing Date. Segments of , the Term Loan may Commitments shall be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinirrevocably terminated. (b) Not later than 1:00 P.M. New York time, The outstanding unpaid principal balance and all accrued and unpaid interest on the Closing Term Loan and all other Obligations shall be due and payable on the earlier of (i) the Maturity Date, each and (ii) the date on which the Term Loan Lender shall, otherwise becomes due and payable pursuant to the terms and subject to the conditions of this Agreement. All principal of, make the amount of its Pro Rata Term Share interest on, and other amounts payable in respect of the Term Loan available by wire transfer shall constitute Obligations hereunder. (c) Anything to the Administrative Agent. Such wire transfer contrary in this Section 2.1 notwithstanding, Agent shall be directed have the right (but not the obligation) at any time, in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against each Borrowing Base and the Administrative Aggregate Borrowing Base; provided, that Agent shall notify Borrowers at the Administrative Agent’s Office time any such Reserve in a material amount is to be established or increased, but a non-willful failure of Agent to so notify Borrowers shall not be a breach of this Agreement and shall not cause such establishment or increase of any such Reserve to be in the form of same day funds in Dollarsineffective. The amount so received of any Reserve established by the Administrative Agent shallAgent, subject and any changes to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date eligibility criteria set forth in the definitions of Eligible Accounts, Eligible Credit Card Receivables, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Spare Parts Inventory, Eligible In-Transit Inventory, and Eligible IP, shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and currently maintained or eligibility criteria. Upon notice of or establishment or increase in Reserves, Agent agrees to make itself available to discuss the Reserve or increase, and Borrowers may take such action as may be required so that the event, condition, circumstance, or fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of Agent to establish or change such Reserve, unless Agent shall have determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the basis for such Reserve or such change no longer exists or has otherwise been adequately addressed by Borrowers. (d) The Loan Parties agree that the Term Loan Interest Rate Selection notice any Pushdown Reserve shall be established, increased or decreased against the ABL Borrowing Base by the ABL Agent at all of times that the amounts specified in such Term Loan Interest Rate Selection NoticePushdown Reserve is greater than zero.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Applicable Term Share Loan Percentage of the Term Loan to the Borrower on the Closing Date; provided, and however, that to the extent that the Administrative Agent shall not have received an advance from the Closing Date to any Term Loan Lender of its Applicable Term Loan Percentage of the Term Loan Maturity Dateas of the time of the closing of the Transactions, convert and continue Segments from time then, subject to time in accordance with the terms hereofand conditions of this Agreement, the Administrative Agent shall advance such amounts so not received from such Term Loan Lender, without prejudice to the rights of Bank of America or the Arranger under the Fee Letter. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance Borrowing under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, Date each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Applicable Term Share Loan Percentage of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the a Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may shall be a Eurodollar Rate Segment, a single Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior subject to the date that is then anticipated to be conversion after the Closing Date, the Administrative Agent has received from the Borrower Date in accordance with a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow delivered on the date set forth in such Closing Date pursuant to Section 4.01(a) (or, if no Term Loan Interest Rate Selection notice any or all of Notice is so delivered on the amounts specified Closing Date, thereafter in such Term Loan Interest Rate Selection Noticeaccordance with Section 2.03).

Term Loan. (a) Subject to the terms and conditions of this Agreement, the Lenders agree to make a loan in an aggregate principal amount not to exceed $10,500,000 to the Borrower (the “Initial Term Loan”) on the Closing Date in an amount, as to each Lender, equal to such ▇▇▇▇▇▇’s Commitment with respect to the Initial Term Loan Lender severally agrees Loan. (b) Subject to the satisfaction or waiver by the Agent of each of the Incremental Closing Conditions, the Lenders agree to make an advance additional loan in one (1) drawing in an aggregate principal amount not to exceed $1,500,000 to the Borrower (the “Incremental Term Loan”) on the Incremental Closing Date in an amount, as to each Lender, equal to such ▇▇▇▇▇▇’s Commitment with respect to the Incremental Term Loan. (c) Subject to the satisfaction or waiver by the Agent of its Pro Rata each of the Delayed Draw Closing Conditions, the Lenders agree to make an additional loan in one (1) drawing in an aggregate principal amount not to exceed $2,500,000 to the Borrower (the “Delayed Draw Term Share Loan” and, with the Initial Term Loan and the Incremental Term Loan, the “Term Loan”) on the Delayed Draw Closing Date in an amount, as to each Lender, equal to such ▇▇▇▇▇▇’s Commitment with respect to the Delayed Draw Term Loan. (d) Amounts repaid or prepaid in respect of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofof this Agreement may not be reborrowed. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments proceeds of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at used by the Borrower’s electionBorrower (i) with respect to the Initial Term Loan, as provided herein. (bA) Not later than 1:00 P.M. New York timeto fund the Transactions, on (B) for general corporate purposes and (C) to pay fees and expenses incurred in connection with the Closing DateTransactions, each and (ii) with respect to the Incremental Term Loan Lender shalland the Delayed Draw Term Loan, for general corporate purposes (including the repayment in full of the Channel Partners Debt, Permitted Acquisitions and other investments permitted pursuant to the terms and subject to the conditions of this Agreement). In no event may the proceeds of any Term Loan be used to purchase or to carry, make the amount of its Pro Rata Term Share or to reduce, retire or refinance any Debt incurred to purchase or carry, any margin stock, as defined by Regulation U of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form Board of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery Governors of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate SegmentFederal Reserve System, or both; provided for any related purpose that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that violates the provisions of Section 4.05 hereof Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Term Loan and interest accruing thereon shall apply to any failure be evidenced by the Borrower to borrow on records of Agent (including the date set forth in such Term Loan Interest Rate Selection notice any or all of Account) and by the amounts specified in such Term Loan Interest Rate Selection NoticeNote(s).

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees ▇▇▇▇▇▇▇ agree to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower a term loan on the Closing Date, and from Date in the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The aggregate initial principal amount of each Segment of $55,000,000 (the “Initial Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein providedLoan”). No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderOnce repaid, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at re-borrowed. Upon the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, funding on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Commitment shall be directed immediately terminated and reduced to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject $0. (ii) Subject to the terms and conditions hereof, ▇▇▇▇▇▇▇ agree to make a term loan on the Third Amendment Effective Date in the aggregate initial principal amount of this Agreement$3,000,000 (the “Third Amendment Term Loan”, including and together with the Initial Term Loan, the “Term Loans”). The Third Amendment Term Loan shall constitute a Term Loan and, except as otherwise provided for herein, the terms and provisions applicable thereto shall be identical to those of the Initial Term Loans (including, without limitation limitation, the satisfaction Maturity Date and Interest Rate) and shall be subject to all of the terms and provisions herein and in the other Loan Documents, as modified by the Third Amendment. In addition, the Third Amendment Term Loans shall be deemed to constitute a part of the outstanding Obligations (as a portion of the outstanding Term Loans and Obligations) and shall have all applicable conditions in Sections 5.01 of the rights, remedies, protections and 5.02, be made available collateral security afforded to the Borrower Obligations under the Loan Documents. The Loan Parties shall take any and all actions reasonably required by delivery the Lenders to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the Third Amendment Term Loans. Each Lender from time to time holding all or any portion of the proceeds thereof as Third Amendment Term Loans shall be directed by deemed to constitute a Lender for all purposes of herein and in the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentother Loan Documents. The initial Borrowing Once repaid, no portion of the Term Loan may be a Eurodollar Rate Segmentre-borrowed. Upon the funding on the Third Amendment Effective Date, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent Commitment shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior be immediately terminated and reduced to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice$0.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest Agreement and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York timeInterim Bankruptcy Court Order, on the Closing Date, each Lender with a Term Loan Lender shallCommitment agrees (severally, pursuant not jointly or jointly and severally) to make term loans (collectively, the terms and subject "Closing Date Term Loan") to the conditions of this Agreement, make the Borrower in an amount of its equal to such Lender's Pro Rata Term Share of the Term Loan available by wire transfer to Amount on the Administrative AgentClosing Date less the amount of the Term Loan Holdback. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallIn addition, subject to the terms and conditions of this AgreementAgreement and the Final Bankruptcy Court Order, including without limitation on the satisfaction Revolver Facility Effective Date, each Lender with a Term Loan Commitment agrees (severally and not jointly and severally) to make term loans (collectively, the "Additional Term Loan" and together with the Closing Date Term Loan, the "Term Loan") to Borrower in an amount equal to such Lender's Pro Rata Share of all applicable conditions the Term Loan Amount on the Revolver Facility Effective Date less the sum of (i) amount of the Closing Date Term Loan made on the Closing Date and (ii) the amount of the Term Loan Holdback in Sections 5.01 and 5.02, effect on the Revolver Facility Effective Date. (b) A portion of the Term Loan Amount equal to $8,000,000 (the "Term Loan Holdback") shall not be made available to the Borrower until the Agent is satisfied, in its Permitted Discretion, that either the mechanics or contractors Liens set forth on Schedule P-1 to this Agreement are released or the obligations secured by delivery of such mechanics or contractors Liens have been satisfied. If the proceeds thereof as Agent determines in its Permitted Discretion that any such mechanics or contractors Liens are released or any obligations secured by such mechanics or contractors Liens are satisfied, the Agent shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing release a portion of the Term Loan may be Holdback in the amount corresponding on Schedule P-1 to the Liens released or the obligations satisfied. Upon any such release, each Lender with a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if Term Loan Commitment agrees (severally and not jointly and severally) to make an additional term loan to the Borrower desires that any portion of in an amount corresponding to the initial Borrowing amount of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure Holdback released by the Borrower to borrow Agent, provided that (i) the conditions contained in Section 3.4 are satisfied on the date set forth of any such additional term loan and (ii) such additional term loans made in such connection with a release of a portion of the Term Loan Interest Rate Selection notice Holdback shall not be made more frequently than once each week and shall not be for an amount of less than $1,000,000 unless the Term Loan Holdback then in effect is less than $1,000,000. The additional term loans made pursuant to this Section 2.2(b) in connection with any or all release of a portion of the amounts specified in such Term Loan Interest Rate Selection NoticeHoldback shall constitute a part of the Term Loan for all purposes of this Agreement. (c) The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan shall be due and payable on the Maturity Date, whether by the terms of this Agreement, by prepayment, or by acceleration. All amounts outstanding under the Term Loan shall constitute Obligations.

Term Loan. (a) Subject The Company hereby unconditionally promises to pay to Agent for the account of each Lender the outstanding principal balance of the Term Advance as of the date of this Amendment as follows: $1,119,507 on June 15, 2009 and the remaining balance in monthly installments of $1,000,000 commencing on July 15, 2009 and continuing on the 15th day of each month thereafter until the Term Advance is paid in full. All prepayments of principal with respect to the terms Term Advance must be paid in cash and conditions shall be applied to the most remote principal installment or installments then unpaid. On the applicable Maturity Date, the entire unpaid principal balance of the Term Advance and all unpaid interest and accrued interest thereon shall also be fully due and payable in cash only. Each payment date stated in (i) and (iii) above is hereinafter referred to as a "Term Loan Payment Date"). Notwithstanding anything to the contrary in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share amounts due under Section 2.3(b)(i) may, at the option of the Term Loan to the Borrower on the Closing DateCompany, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time be made in accordance with the terms hereof. The principal amount of each Segment common stock of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and Company subject to the satisfaction of the conditions in the immediately following sentence. When making any payment under Section 2.3(b)(i) using common stock of this Agreementthe Company, make the amount value of each such share of stock shall be determined based on ninety five percent (95%) of the Volume-Weighted Average Price for such stock for the five (5) Business Days immediately prior to the date such payment is due pursuant to Section 2.3(b)(i) ("Term Loan VWAP Measurement Period"); provided, that no payment under Section 2.3(b)(i) may be made using common stock of the Company unless the following conditions have been satisfied: (A) the Company shall have given the Agent notice of its Pro Rata Term Share of the Term Loan available by wire transfer intention to the Administrative Agent. Such wire transfer make such payment using common stock, which notice shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallirrevocable, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not no later than three six (6) Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Payment Date; (B) the common stock used for payment shall be immediately transferable without restriction, subject to applicable securities laws, provided that prior to the Term Loan Payment Date Borrower has provided Company with respect thereto, together with the Borrower’s written acknowledgement a certificate customary for sales under Rule 144 and a Legal Opinion in form and substance satisfactory acceptable to Company opining that Borrower may immediately sell such shares in accord with Rule 144 (and if such opinion and certificate is not received by the Company prior to the Administrative Term Loan Payment Date and the Company does not have an effective shelf registration statement on file with SEC with sufficient availability there under, then shares issued in payment will be restricted shares or Lenders may instead choose to require the Company to add such payment to the outstanding principal amount by providing the Company with written notice thereof at least one (1) business day prior to the Term Loan Payment Date); (C) the common stock used for payment shall be delivered to the Agent that within two (2) Business days following the provisions Term Loan Payment Date; and (D) if the Volume-Weighted Average Price for such stock for the first three (3) days of Section 4.05 hereof shall apply the Term Loan VWAP Measurement Period is less than $0.50 per share the Lenders may instead choose to any failure require the Company to add such payment to the outstanding principal amount by providing the Borrower Company with written notice thereof at least one (1) business day prior to borrow the Term Loan Payment Date, in which case it will be due on the date set forth Maturity Date. Notwithstanding anything in this Section 2.3(b) to the contrary, in the event the Company at the time of a Term Loan Payment Date is not able to make a payment under Section 2.3(b)(i) using common stock of the Company under the Marketplace Rules of the Nasdaq Stock Market, any principal payment due on such Term Loan Interest Rate Selection notice any or all Payment Date shall be due and payable on the Maturity Date. 2.3 Section 2.3(c) of the amounts specified Credit Agreement is amended to read in such Term Loan Interest Rate Selection Notice.its entirety as follows:

Term Loan. (a) Subject to all ofOn the Effective Date, each Lender that has a Term Commitment severally, and not jointly, agrees, on the terms and conditions of hereof, each Term Lender hereby agreesset forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateEffective Date in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or converted into, Term Loans that are Base Rate Loans, SOFR Loans or CDOR Loans, in each case denominated in Dollars or in an Alternative Currency on the Closing Effective Date to in an, as applicable, provided that all Term Loans made as part of the same Term Loan Maturity Date, convert and continue Segments from time to time Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.09(b); and (v) shall not exceed (A) for any Lender at the terms time of incurrence thereof the aggregate principal amount equal toof such Term Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loan may not be reborrowed under any circumstances, and, uponLoans to be made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.02 hereof. The principal amount of each Segment of Upon the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance making of the Term Loan on the Closing Date. Segments of date hereof, the Term Loan may Commitments will expire and will no longer be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant available to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received advanced by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLenders.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata (including, without limitation, the Term Share Loan PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Term Loan shall until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that so long as no Event of Default has occurred and is continuing, the Administrative Borrower may elect in a writing delivered to the Agents no later than the fifth (5th) Business Day prior to the applicable payment date, to have interest accruing at a rate per annum equal to 6.00% to be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by (the Borrower may “PIK Option”) (it being understood and agreed that any portion of such interest that has accrued pursuant to this Section 2.04 that is not permitted to be reborrowed hereundercapitalized shall be paid in cash). Any interest to be so capitalized pursuant to this clause (a) shall be capitalized, and no subsequent advance under in arrears, on the fifth (5th) Business Day of each month (commencing on the fifth (5th) Business Day of the month following the month on which such Term Loan Facility shall be allowed after PIK Amount is incurred) and added to the initial such advance then outstanding principal amount of the Term Loan on and, thereafter, shall bear interest as provided hereunder as if it had originally been part of the Closing Date. Segments outstanding principal of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinLoan. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to On the terms and subject to the conditions of set forth in this Agreement, make and provided there does not then exist a Default or an Event of Default, each Second Lien Lender, severally and for itself alone, shall extend to the amount of Borrower in one (1) advance its Pro Rata Share of the term loan (the “Term Share Loan”) to the Borrower in an aggregate principal amount equal to the lesser of (i) $1,500,000 and (ii) Second Lien Borrowing Base. The outstanding principal balance of the Term Loan available by wire transfer shall be paid in full on the Credit Termination Date. Interest payments on the Term Loan shall be made in accord with Section 2.6. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. Any amounts paid or applied to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be a Eurodollar Rate Segmentreborrowed hereunder. The Second Lien Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing outstanding principal balance of the Term Loan is advanced as a Eurodollar Rate Segmentshall be immediately due and payable, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only iftogether with any remaining accrued interest thereon, not later than three Business Days prior to the date that Second Lien Lender by Borrower. (b) The Term Loan is then anticipated evidenced by separate promissory notes (hereinafter, as the same may be modified, supplemented, amended, reaffirmed or restated from time to be time and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan Notes”), duly executed and delivered by the Borrower with appropriate insertions, dated the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory payable to the Administrative Agent that order of each Second Lien Lender in the provisions principal amount equal to each Second Lien Lender’s Pro Rata Share of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice$1,500,000. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Term Loan Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided; provided, however, that the Term Loan may not be denominated in any currency other than euros. No amount of the Term Loan repaid or prepaid by the Term Loan Borrower may be reborrowed hereunder, and no subsequent advance Borrowing under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, p.m. London time on the Closing Date, Date each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds Same Day Funds in Dollarseuros. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Term Loan Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Term Loan Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may shall be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar single Offshore Rate Segment only if, not later than three Business Days prior pursuant to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice delivered in accordance with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice2.03(c).

Term Loan. (ai) Subject to and upon the terms and conditions of this Agreement, each Term Loan Lender severally Bank agrees to make an advance Term Advances to Borrower in two tranches, Tranche A and Tranche B. Borrower may request Term Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Borrower may request Term Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of its Pro Rata Tranche A Term Share Advances and Tranche B Term Advances shall not exceed the Term Loan. (ii) Interest shall accrue from the date of each Term Advance at the rate specified in Section 2.3(a), and prior to the Availability End Date for the applicable Tranche shall be payable monthly beginning on the 7th day of the month next following the initial Term Loan to the Borrower Advance for such Tranche, and continuing on the Closing Datesame day of each month therereafter. Any Term Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on September 7, 2008, and from continuing on the Closing Date to same day of each month thereafter through the Term Loan Maturity Date, convert at which time all amounts due in connection with Tranche A Term Advance made under this Section 2.1(c) shall be immediately due and continue Segments from time to time payable. Any Term Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in accordance with 30 equal monthly installments of principal, plus all accrued interest, beginning on March 7, 2009, and continuing on the terms hereof. The principal amount same day of each Segment of month thereafter through the Term Loan outstanding hereunder from Maturity Date, at which time to time shall bear interest all amounts due in connection with Tranche B Term Advance made under this Section 2.1(c) and the Term Loan any other amounts due under this Agreement shall be repayable as herein providedimmediately due and payable. No amount of the Term Loan repaid or prepaid by the Advances, once repaid, may not be reborrowed. Borrower may be reborrowed hereunder, and no subsequent advance under the prepay any Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments Advances without penalty or Eurodollar Rate Segments at the Borrower’s election, as provided hereinpremium. (biii) Not When Borrower desires to obtain a Term Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 1:00 P.M. New York time, 3:00 p.m. Eastern time on the Closing Date, each Term Loan Lender shall, pursuant to Business Day before the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of day on which the Term Loan available by wire transfer Advance is to the Administrative Agentbe made. Such wire transfer notice shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be substantially in the form of same day funds in Dollars. Exhibit C. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as notice shall be directed signed by the a Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeits designee.

Term Loan. (a) Subject to the terms and conditions hereof (including, without limitation, Sections 4.1 and 4.2 of this Agreement) and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally severally, but not jointly, agrees to make an advance available to the Borrowers (through the Administrative Agent) on the Restatement Date such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Term Loan”) in the aggregate principal amount of TWO HUNDRED FORTY THREE MILLION SEVEN HUNDRED FIFTY FIVE THOUSAND EIGHT HUNDRED SIXTY THREE DOLLARS AND SIXTY NINE CENTS ($243,755,863.69), which amount shall equal the aggregate Allocated Term Loan Amount approved by the Administrative Agent in its Pro Rata Term Share of discretion for the Eligible Assets approved by the Administrative Agent in its discretion and included in the Term Loan to Collateral (as the Borrower on same may be increased as provided in Section 2.2(b), the Closing Date, and from the Closing Date to the “Term Loan Maturity DateCommitted Amount”), convert and continue Segments from time to time in accordance with for the terms hereofpurposes hereinafter set forth. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest Collateral and the Allocated Term Loan Amount for each item of Term Loan Collateral shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid evidenced by Confirmations executed by the applicable Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be directed made available to the Borrowers by 5:00 p.m. on the Borrowing Date by the Administrative Agent by crediting the account of the Borrowers on the books of the office of the Administrative Agent specified in Section 10.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent at by the Administrative Agent’s Office Term Loan Lenders and shall be in the form of same day like funds in Dollars. The amount so as received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions (or by crediting such other account(s) as directed in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed writing by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative AgentBorrowers). The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a consist of Alternate Base Rate SegmentLoans or LIBOR Rate Loans, or both; provided that if a combination thereof, as the Borrower desires that any portion of the initial Borrowing of the Borrowers may request. LIBOR Rate Loans shall be made by each Term Loan is advanced as a Eurodollar Lender at its LIBOR Lending Office and Alternate Base Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoans at its Domestic Lending Office.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance available from time to time until the third anniversary of the Closing Date (the “Drawdown Period Termination Date”) its Pro Rata Share of advances (each, a “Term Loan Advance”) under the Term Loans to fund certain Expenditures and the payment of fees and expenses incurred in connection with this Agreement. The Pro Rata Share of the Term Loans of any Term Lender shall not at any time exceed its separate Term Loan to the Borrower on the Closing Date, Commitment. The obligations of each Term Lender hereunder shall be several and from the Closing Date to not joint. The aggregate amount of Term Loan Advances outstanding shall not exceed at any time the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with Commitment of all Term Lenders (the terms hereof“Maximum Term Loan Amount”). The principal aggregate amount of each Segment of the Term Loan outstanding hereunder from Advances made with respect to any Eligible Reduction Contract shall not exceed at any time to time shall bear interest and the Eligible Reduction Contract Amount. Each Term Loan Advance shall be repayable as herein provided. No in an amount of the no less than $100,000, and Term Loan repaid or prepaid Advances shall be made no more frequently than monthly on notice by the Borrower may be reborrowed hereunder, and no subsequent advance under the to Agent. Such notices (each a “Notice of Term Loan Facility shall Advance”) must be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not given no later than 1:00 P.M. 11:00 a.m. (New York time, ) on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan date which is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later no less than three Business Days prior to the date that such Term Loan Advance is then anticipated to requested. Each Notice of Term Loan Advance must be given in writing (by telecopy or overnight courier) substantially in the Closing Dateform of Exhibit 1.1(b)(i)(A) – Form of Notice of Term Loan Advance, and shall include the Administrative Agent has received from the Borrower information required in such Exhibit, executed and delivered by an authorized officer of Borrower, and such other information as may be reasonably required by Agent. Each such Notice of Term Loan Advance may serve as a request for a Term Loan Interest Rate Selection Advance in an amount not to exceed the aggregate Eligible Reduction Contract Amount for the Eligible Reduction Contracts described in such Notice with respect thereto, together with the Borrowerof Term Loan Advance shall set forth a calculation of such aggregate Eligible Reduction Contract Amount. (ii) Each Term Lender’s written acknowledgement in form and substance satisfactory obligation to make any Term Loan Advance is subject to the Administrative Agent that satisfaction of each of the provisions following conditions precedent: (A) Borrower shall have satisfied each of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date requirements set forth in Section 1.1(b)(iii) and Section 2 below; (B) The aggregate cumulative amount of all Term Loan Advances made hereunder plus the Term Loan Advance requested shall not exceed the Maximum Term Loan Amount as of the date of such request and the date the Term Loan Advance is to be made; (C) The aggregate cumulative amount of all Term Loan Advances made hereunder with respect to an Eligible Reduction Contract plus the Term Loan Advance requested shall not exceed the Eligible Reduction Contract Amount as of the date of such request and the date the Term Loan Advance is to be made; (D) The Term Lenders shall not be obligated to fund any particular Term Loan Advance to Borrower unless Agent is satisfied, in its reasonable judgment and based on such actual and pro forma financial information as Agent may reasonably request, that no Default or Event of Default exists at the time of and after giving effect to such Term Loan Interest Rate Selection notice Advance and that no violation of any or all of the amounts specified financial covenants in Annex G, can reasonably be expected to occur as a result of such Term Loan Interest Rate Selection NoticeAdvance; and (E) Any Reduction Contract that forms the basis of a Notice of Term Loan Advance shall be an Eligible Reduction Contract. (iii) Except as provided in Section 1.12, Borrower shall execute and deliver to each Term Lender a note to evidence the Term Loan Commitment of that Term Lender. Each note shall be in the principal amount of the Term Loan Commitment of the applicable Term Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(b)(iii) (each a “Term Loan Note” and, collectively, the “Term Loan Notes”). Each Term Loan Note shall represent the obligation of Borrower to pay the amount of Term Lender’s Term Loan Commitment or, if less, such Term Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Term Loan Advances to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Term Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Facility Termination Date. (iv) All Term Loan Advances made by the Term Lenders during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (the “First Drawdown Period”) shall constitute the “First Term Loan”, and Borrower shall repay the principal amount of the First Term Loan in Twenty (20) consecutive quarterly installments as follows: April 1, 2009 2.5% of the First Term Loan July 1, 2009 2.5% of the First Term Loan October 1, 2009 2.5% of the First Term Loan January 1, 2010 2.5% of the First Term Loan April 1, 2010 3.75% of the First Term Loan July 1, 2010 3.75% of the First Term Loan October 1, 2010 3.75% of the First Term Loan January 1, 2011 3.75% of the First Term Loan April 1, 2011 6.25% of the First Term Loan July 1, 2011 6.25% of the First Term Loan October 1, 2011 6.25% of the First Term Loan January 1, 2012 6.25% of the First Term Loan April 1, 2012 6.25% of the First Term Loan July 1, 2012 6.25% of the First Term Loan October 1, 2012 6.25% of the First Term Loan January 1, 2013 6.25% of the First Term Loan April 1, 2013 6.25% of the First Term Loan July 1, 2013 6.25% of the First Term Loan October 1, 2013 6.25% of the First Term Loan January 17, 2014 Remaining principal balance of the First Term Loan (v) All Term Loan Advances made by the Term Lenders during the period commencing on the day following the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date (the “Second Drawdown Period”) shall constitute the “Second Term Loan”, and Borrower shall repay the principal amount of the Second Term Loan in Sixteen (16) consecutive quarterly installments as follows: April 1, 2010 2.5% of the Second Term Loan July 1, 2010 2.5% of the Second Term Loan October 1, 2010 2.5% of the Second Term Loan January 1, 2011 2.5% of the Second Term Loan April 1, 2011 3.75% of the Second Term Loan July 1, 2011 3.75% of the Second Term Loan October 1, 2011 3.75% of the Second Term Loan January 1, 2012 3.75% of the Second Term Loan April 1, 2012 6.25% of the Second Term Loan July 1, 2012 6.25% of the Second Term Loan October 1, 2012 6.25% of the Second Term Loan January 1, 2013 6.25% of the Second Term Loan April 1, 2013 6.25% of the Second Term Loan July 1, 2013 6.25% of the Second Term Loan October 1, 2013 6.25% of the Second Term Loan January 17, 2014 Remaining principal balance of the Second Term Loan (vi) All Term Loan Advances made by the Term Lenders during the period commencing on the day following the second anniversary of the Closing Date and ending on the Drawdown Period Termination Date (the “Third Drawdown Period”) shall constitute the “Third Term Loan”, and Borrower shall repay the principal amount of the Third Term Loan in Twelve (12) consecutive quarterly installments as follows: April 1, 2011 2.5% of the Third Term Loan July 1, 2011 2.5% of the Third Term Loan October 1, 2011 2.5% of the Third Term Loan January 1, 2012 2.5% of the Third Term Loan April 1, 2012 3.75% of the Third Term Loan July 1, 2012 3.75% of the Third Term Loan October 1, 2012 3.75% of the Third Term Loan January 1, 2013 3.75% of the Third Term Loan April 1, 2013 6.25% of the Third Term Loan July 1, 2013 6.25% of the Third Term Loan October 1, 2013 6.25% of the Third Term Loan January 17, 2014 Remaining principal balance of the Third Term Loan (vii) Notwithstanding Section 1.1(b)(iv), (v) and (vi), the aggregate outstanding principal balances of the Term Loans shall be due and payable in full in immediately available funds on the Facility Termination Date, if not sooner paid in full. No payment with respect to any Term Loan may be reborrowed. (viii) Each payment of principal with respect to any Term Loan shall be paid to Agent for the ratable benefit of each Term Lender, ratably in proportion to each such Term Lender’s respective Term Loan Commitment. (ix) Notwithstanding anything in this Section 1.1(b) to the contrary, the initial Notice of Term Loan Advance on the Closing Date shall include an additional request for, and the Term Lenders hereby agree to make, a Term Loan Advance in an amount equal to the Fees payable on the Closing Date to Agent and Lenders pursuant to the GE Capital Fee Letter and the payment of fees and expenses incurred in connection with this Agreement.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin plus 1.00% and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a LIBOR Rate Loan, the LIBOR Rate plus the Applicable Margin plus 1.00%, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan and (v) all interest accruing on the Term Loan at any time thereafter at a rate per annum of up to 2.50% may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if paid by capitalizing such interest and adding such capitalized interest to the Borrower desires that any portion of the initial Borrowing then outstanding principal amount of the Term Loan is advanced as a Eurodollar Rate Segment, if the Administrative Agent Borrower elects to so capitalize such interest, which election, in the case of each of the foregoing clauses (ii) through (v), (A) shall make such Borrowing as a Eurodollar Rate Segment only ifbe automatically deemed made on the Effective Date for each interest payment date occurring in the Fiscal Year December 31, 2021 and (B) shall thereafter be made in writing by the Administrative Borrower not later less than three 5 Business Days prior to (1) if a LIBOR Rate Loan, the date that is then anticipated commencement of the relevant Interest Period or (2) if a Reference Rate Loan, the last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries. Any interest to be the Closing Dateso capitalized pursuant to this clause (b) shall be capitalized on (x) if a LIBOR Rate Loan, the Administrative Agent has received from last day of the Borrower a Term Loan applicable Interest Rate Selection Notice Period with respect thereto, together with or (y) if a Reference Rate Loan, the Borrower’s written acknowledgement last Business Day of each Fiscal Quarter of the Parent and its Subsidiaries and, in form and substance satisfactory each case, added to the Administrative Agent that then outstanding principal amount of the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all and, thereafter, shall bear interest as provided hereunder as if it had originally been part of the amounts specified in such outstanding principal of the Term Loan Interest Rate Selection NoticeLoan.

Term Loan. (aWith respect to Section 2.3(a) Subject to of the terms and conditions of this Loan Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Amendment and the Loan Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available at Borrowers’ election exercised by written notice given to the Borrower by delivery Agent at any time within one hundred fifty (150) days of the proceeds thereof as date of this Amendment, each Term Loan Lender severally (and not jointly) shall be directed by the Responsible Officer make a term loan to Borrowers in an amount equal to such Term Loan Lender’s Pro Rate Share of the Borrower and reasonably acceptable amount necessary to increase the Administrative Agent. The initial Borrowing aggregate outstanding principal amount of the Term Loan may be a Eurodollar Rate Segment, a Base Rate SegmentLoans to either (a) Four Million Two Hundred Thousand Dollars ($4,200,000), or both; provided that if the Borrower desires that any portion (b) seventy percent (70%) of the initial Borrowing “Fair Market Value” of the Real Estate as set forth in an updated appraisal received by Agent, conducted by appraisers acceptable to Agent and in form and substance reasonably satisfactory to Agent; provided, that before making such term loans, (i) each Term Loan is advanced as a Eurodollar Rate SegmentLender shall have received an amended and restated Term Note fully executed by the Borrowers, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to Agent, (ii) Agent shall have received an executed amendment to Agent’s deed of trust against the Administrative Real Estate, together with endorsements to the title policy covering such deed of trust (to ensure the validity and priority of such deed of trust as so amended), all in form and substance satisfactory to Agent, and (iii) Agent, at its election, and at Borrowers’ expense, shall have received (1) an updated written appraisal of the Real Estate conducted by appraisers acceptable to Agent that and in form and substance reasonably satisfactory to Agent, and (2) environmental audits of the provisions Real Estate conducted by an independent environmental engineering firm acceptable to Agent, and in form, scope and methodology satisfactory to Agent, the results of Section 4.05 hereof which shall apply be satisfactory to any failure Agent. Such Term Loans (as increased) shall: (1) constitute the Term Loans as defined in the Loan Agreement, (2) be evidenced by the Borrower to borrow on Term Notes (as amended and restated as provided above), (3) be repaid with interest in accordance with the date Loan Agreement, the Term Notes and other Financing Agreements, (4) be secured by all of the Collateral, (5) if increased as set forth in clause (a) above, be amortized at a rate of Fifty Thousand Dollars ($50,000) per month, and (6) if increased as set forth in clause (b) above, be amortized at a rate sufficient to repay such Term Loan Interest Rate Selection notice any or all Loans over an assumed term of the amounts specified in such Term Loan Interest Rate Selection Noticeeighty-four (84) months.

Term Loan. (a) Subject to the terms and conditions of set forth in this Agreement, each the Lender shall, on the date hereof make a term loan to the Borrower (the "Term Loan") in an original principal amount of Ten Million Dollars ($10,000,000). (b) The Term Loan shall be evidenced by, and repaid in accordance with the promissory note of the Borrower, substantially in the form attached hereto as Exhibit B (the "Term Loan Note"). The Term Loan Note issued to Lender severally agrees shall (i) be executed by the Borrower, (ii) be payable to Lender and be dated the date hereof, (iii) be in a stated principal amount equal to $10,000,000 and be payable as provided in Section 2.2(d), (iv) mature on the Maturity Date of the Term Loan, (v) bear interest as provided in Section 2.5, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. The Term Loan Note amends, restates and replaces in its entirety the Existing Term Loan Notes provided, however, that the amendment, restatement and replacement of the Existing Term Loan Notes shall in no way be construed as a novation of the Borrower's indebtedness evidenced by the Existing Term Loan Notes. (c) The Borrower shall make an advance quarterly payments of its Pro Rata principal and interest under the Term Share Loan Note in the amounts and at the times more particularly set forth in said Term Loan Note, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be and payable on the Maturity Date of the Term Loan. (d) The Borrower may prepay any portion of the outstanding principal of the Term Loan, in whole or in part, together with accrued interest to the date of such prepayment on the amount prepaid and all amounts required pursuant to Section 2.17, (i) with respect to any principal portion that bears interest with reference to the Base Rate, on any Business Day, without the Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of the Interest Period applicable to the portion of the Term Loan to being prepaid, without the Borrower Make-Whole Premium or (2) on the Closing Dateany other Business Day, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance together with the terms hereofMake-Whole Premium. The principal amount All prepayments of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount applied in the inverse order of their maturity. (e) Immediately upon receipt of any payments under the Pledged Promissory Note, the Borrower shall prepay the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderan amount equal to such payment, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance together with any Make-Whole Premium due in respect of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior prepayment that bears interest with reference to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLIBOR.

Term Loan. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Loan Lender severally agrees to make an advance a term loan (collectively, the "Term Loan") on the Closing Date to each Borrower in the amount of its Pro Rata Term that Borrower's Ratable Share (defined below) of the applicable Term Lender's Term Loan Commitment. The Term Loan shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the Borrower representatives of Term Agent identified in Schedule 2.1 at the address specified therein. Any such notice must be given no later than (1) 1:00 p.m. (New York City time) on the Closing Date, and from in the case of an Index Rate Loan, or (2) 1 p.m. (New York City time) on the date which is three (3) Business Days prior to the Closing Date Date, in the case of a LIBOR Loan. Each such notice (a "Notice of Term Loan Borrowing") must be given in writing (by telecopy, overnight courier or, if acceptable to the Term Loan Maturity DateAgent, convert email) substantially in the form of Exhibit 2.1(b)(i) (or such other form as may be deemed acceptable to Term Agent), and continue Segments from time to time shall include such information required in accordance with the terms hereofsuch Exhibit and/or such other information as may be required by Term Agent. The principal amount obligations of each Segment of Term Lender hereunder shall be several and not joint. To the Term Loan outstanding hereunder from time to time shall bear interest and the extent requested under Section 2.10, each such Term Loan shall be repayable evidenced by a promissory note substantially in the form of Exhibit 2.1(b)(ii) (each a "Term Note" and collectively the "Term Notes"), and all of the Borrowers shall jointly execute and deliver the Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of each Borrower to pay its Ratable Share of the applicable Term Lender's Term Loan Commitment, together with interest thereon as herein providedprescribed in Section 2.5. No The aggregate principal amount of the Term Loan repaid or prepaid by the advanced to each Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance primary obligation of the Term Loan on the Closing Date. Segments of the Term Loan may that Borrower (but shall also be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, guaranteed by all other Borrowers pursuant to the terms Section 13) and subject is referred to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof herein as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.'s "

Term Loan. (a) On the Original Closing Date and on several dates subsequent thereto, certain Original Lenders made (severally, not jointly or jointly and severally) term loans (collectively, the “Original Term Loan”) to certain of the Borrowers. Immediately prior to the Closing Date, the aggregate outstanding principal amount of the Original Term Loan was $128,432,175 (the “Original Term Loan Amount”). (b) Subject to the terms and conditions set forth herein, on the Closing Date, each Lender with an Additional Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (the “Additional Term Loan”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Additional Term Loan Amount. Subject to the terms and conditions of this Agreement, each after the effectiveness of this Agreement, the Additional Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share Commitment shall be treated as part of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinCommitment without any requirement for additional documentation. (bc) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Notwithstanding anything to the terms and subject to the conditions of contrary contained in this Agreement, make Administrative Borrower shall have the option to request no more than three times, during the term of this Agreement that the Total Commitment be increased by up to $40,000,000 (the “Optional Term Loan Commitment Increase”), from $160,000,000 to a maximum amount of $200,000,000. Each request for an Optional Term Loan Commitment Increase shall be in an amount not less than $10,000,000. An Optional Term Loan Commitment Increase shall be available only if (A) immediately prior to and after giving effect to the Optional Term Loan Commitment Increase, no Default or Event of Default has occurred and is continuing, (B) Borrowers have paid all fees associated with the Optional Term Loan Commitment Increase required under the Loan Documents, (C) each Lender in its sole discretion shall consent to the Optional Term Loan Commitment Increase, (D) Agent shall consent to any new Lender (such consent is not to be unreasonably withheld) and (E) receipt of credit approval from Agent and each Lender participating in the Optional Term Loan Commitment Increase shall have been received for the amount of its Pro Rata Term Share of the Optional Term Loan available Commitment Increase; provided, that no Lender is required to participate in the Optional Term Loan Commitment Increase unless such Lender has received the required credit approval. Any request made pursuant to this Section 2.2(c) must be submitted in writing (such writing to reflect the effective date (which shall be no less than ten (10) Business Days following the date of such writing) and dollar amount of the Optional Term Loan Commitment Increase) to Agent by wire transfer Administrative Borrower and contain a representation as to the Administrative Agentabsence of all Defaults and Events of Default (the “Increase Request”). Such wire transfer Promptly upon receipt of the Increase Request, Agent shall confirm whether the Increase Request shall be directed granted to Administrative Borrower. In the Administrative Agent at event that the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent Increase Request is granted, upon its effectiveness Schedule C-1 shall, subject without further action, be deemed to have been amended appropriately to reflect the Optional Term Loan Commitment Increase of each Lender with a Optional Term Loan Commitment that is participating in such Optional Term Loan Commitment Increase agrees (severally, not jointly or jointly and severally) to make term loans (each an, “Optional Term Loan,” and collectively with all other Optional Term Loans, the Original Term Loan and the Additional Term Loan, the “Term Loan”) to Borrowers in an amount equal to such Lender’s Optional Term Loan Commitment. Subject to the terms and conditions of this Agreement, including without limitation at any time after the satisfaction effectiveness of all applicable conditions in Sections 5.01 and 5.02an Optional Term Loan Commitment Increase, be made available to the Borrower by delivery of the proceeds thereof as Optional Term Loan Commitment Increase shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing treated as part of the Term Loan may Commitment without any requirement for additional documentation. (d) The Term Loan shall be a Eurodollar Rate Segmentrepaid in monthly installments, beginning on the first day of the first month following the Closing Date in an amount equal to $1,166,667 per month (or upon the effectiveness of an Optional Term Loan Commitment Increase, a Base Rate Segmentmonthly amount equal to 1/12th of 10% per annum of the principal amount of the Term Loan after giving effect to all Optional Term Loan Commitment Increases), plus accrued and unpaid interest on such amounts, such installments to be due and payable on the first day of each month, continuing until and including the Maturity Date, on which date the unpaid balance of the Term Loan would be due and payable in full. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or both; provided that if by acceleration. All amounts outstanding under the Borrower desires that Term Loan shall constitute Obligations. Once any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segmenthas been paid or prepaid, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, it may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each - 92 - 146576709v1146576709v15 portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% may be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan if the Administrative Borrower elects to so capitalize such interest, which election; provided that, if the L/C Facility Trigger Date occurs as a result of the occurrence of the L/C Facility Closing Date, then (A) with respect to interest accruing on the Term Loan B during the period from June 28, 2024 through and including September 30, 2024, all such interest may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if paid by capitalizing such interest and adding such capitalized interest to the Borrower desires that any portion of the initial Borrowing then outstanding principal amount of the Term Loan is advanced as a Eurodollar Rate Segment, B if the Administrative Agent Borrower elects to so capitalize such interest (and for the avoidance of doubt, all interest accruing on the Term Loan A shall make be paid in cash), (B) all interest accruing on the Term Loan B during the period from October 1, 2024 through and including December 31, 2024 at a rate per annum of up to 4.50% may be paid by capitalizing such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior interest and adding such capitalized interest to the date that is then anticipated to be outstanding principal amount of the Closing Date, Term Loan B if the Administrative Agent has received from Borrower elects to so capitalize such interest (and for the Borrower a avoidance of doubt, all interest accruing on the Term Loan Interest Rate Selection Notice with respect theretoA shall be paid in cash), together with (C) all interest accruing on the Borrower’s written acknowledgement in form Term Loan B during the period from January 1, 2025 through and substance satisfactory including March 31, 2025 at a rate per annum of up to 2.50% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan B if the Administrative Agent that Borrower elects to so capitalize such interest (and for the provisions avoidance of Section 4.05 hereof shall apply to any failure by the Borrower to borrow doubt, all interest accruing on the date set forth in such Term Loan Interest Rate Selection notice any or A shall be paid in cash), and (D) all interest accruing on the Term Loan thereafter shall be paid in cash (it being understood and agreed that, in the case of each of the amounts specified in foregoing clauses (ii) through (v), above and clauses (A) through (C) of the proviso above, such Term Loan Interest Rate Selection Notice.election to so capitalize such interest (1) shall be automatically deemed made on the

Term Loan. (a) Subject Borrower may, upon at least 5 Business Days prior written notice to Agent, prepay the terms and conditions principal of this Agreementthe Term Loan, each in whole or in part. If prior to an Application Event any Lender holding the Term Loan Lender severally agrees waives in writing its right to make an advance of its Pro Rata Term Share any prepayment of the Term Loan described in the foregoing sentence, Agent will remit such amount when received, ratably, to the Borrower on the Closing Date, and from the Closing Date to all other Lenders holding the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of until the Term Loan outstanding hereunder from time held by such Lenders have been paid in full in cash. Each prepayment made pursuant to time this Section 2.12(c)(ii) shall bear be accompanied by the payment of accrued interest and to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in the inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall be repayable as herein constitute an installment); provided. No amount , however, that notwithstanding the foregoing if no Default or Event of Default exists at the Term Loan repaid or prepaid by the time of such prepayment, Borrower may designate any such optional prepayment to be reborrowed hereunder, and no subsequent advance under applied to future installments in direct order of maturity (to be applied first to the Term Loan Facility shall be allowed after the initial such advance of the Term Loan installment due on the Closing Date. Segments date closest to the date of the Term Loan such prepayment); provided further that no more than 4-quarterly installments in direct order of maturity may be Base Rate Segments or Eurodollar Rate Segments at so designated in any 4-quarter period. Any such notice of prepayment will be irrevocable, provided, however, that notwithstanding the Borrower’s electionforegoing, as provided herein. (b) Not later than 1:00 P.M. New York time, on Borrower may rescind one such notice during the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions term of this Agreement, make Agreement so long as: (A) the amount notice of its Pro Rata Term Share rescission is in writing and signed by Borrower; (B) the notice of the Term Loan available rescission is received by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three least 2 Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on set forth as the date set forth of any such prepayment in such Term Loan Interest Rate Selection notice; (C) no Default or Event of Default exists at the time such notice of rescission is received by Agent; and (D) no other notice of rescission has at any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.time been delivered by Borrower. 074658.16087/126128822v.10

Term Loan. (a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Lender severally Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “Term Loan”) to Borrowers in an advance of its amount equal to such Lender’s Pro Rata Term Share of the Term Loan Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the Borrower deposit account of Agent identified with such Lender’s name on Schedule A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date, and from . The Term Loan made on the Closing Date shall be made as a LIBOR Rate Loan, so long as Boise Cascade has delivered a funding indemnity letter in form and substance satisfactory to Agent no later than the date that is three (3) Business Days prior to the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to (or as directed by) the Borrowers. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, convert and continue Segments from time to time (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. The Any principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan that is repaid or prepaid by the Borrower may not be reborrowed hereunderreborrowed. All principal of, interest on, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance other amounts payable in respect of the Term Loan on shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Closing DateTerm Loan made by it be evidenced by one or more promissory notes. Segments In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Commitments and Term Loan Lender shall, pursuant evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share order of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticepayee named therein.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan in Dollars to the Borrower on the Closing Effective Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofhereof from the Effective Date to the Maturity Date. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Effective Date. Segments Subject to Section 2.12, segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. 11:00 a.m., New York City time, on the Closing Effective Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, shall make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the upon satisfaction or waiver of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by 2:30 p.m., New York City time, by delivery of the proceeds thereof as shall be directed by the Responsible a Senior Officer of the Borrower and such instructions shall be reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be consist of a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than 11:00 a.m., New York City time, three Business Days prior to the date that is then anticipated to be the Closing Effective Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice Borrowing Request (which shall include the information described in Section 2.04) with respect thereto, together with the Borrower’s written acknowledgement in form and substance reasonably satisfactory to the Administrative Agent that the provisions of Section 4.05 2.14 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice Borrowing Request any or all of the amounts specified in such Borrowing Request and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan Interest is advanced as a Base Rate Selection NoticeSegment, the Administrative Agent shall make such Borrowing as a Base Rate Segment only if, not later than 9:00 a.m., New York City time, on the date that is then anticipated to be the Effective Date, the Administrative Agent has received from the Borrower a Borrowing Request (which shall include the information described in Section 2.04) with respect thereto.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender Lender, severally agrees to and not jointly, will make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower on in the Closing Date, and from the Closing Date sum equal to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereofsuch Lender’s Commitment Percentage of $4,350,000. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan advanced on the Second Amendment Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s electionDate and shall be, with respect to principal, payable as provided herein. (b) Not later than 1:00 P.M. New York timefollows, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to acceleration upon the conditions occurrence of an Event of Default under this Agreement or termination of this Agreement: thirty six (36) consecutive monthly principal installments, make the amount first thirty five (35) of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and which shall be in the form amount of same day funds $18,125.00 commencing on the first Business Day of March, 2012, and continuing on the first Business Day of each month thereafter, until the Seventh Amendment Closing Date, from and after which date Borrower will continue to pay principal installments in Dollarsthe amount of $18,125.00 on the first Business Day of each month through and including the first Business Day of January, 2016, from and after which date Borrower shall make one (1) interest-only installment in the amount of $14,550.76 on the first Business Day of February, 2016, from and after which date the Borrower will continue to pay principal installments in the amount of $18,125.00 commencing on the first Business Day of March, 2016 and continuing on the first Business Day of each month thereafter, through and including the first Business Day of August, 2016, and a final payment of any unpaid balance of principal and interest shall be due on the first Business Day of September, 2016. Notwithstanding anything to the contrary herein and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on September 1, 2016. The amount so received Term Loan shall be evidenced by one or more secured promissory notes (collectively, the Administrative “Term Note”) in substantially the form attached hereto as Exhibit 2.4. On the Fifteenth Amendment Closing Date, Borrowers will execute and deliver to Agent shallthe Fifth Amended and Restated Term Note, subject in the form attached to the terms Fifteenth Amendment as Exhibit A. Promptly following the execution and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the delivery by Borrower by delivery of the proceeds thereof as shall be directed by Fifth Amended and Restated Term Note in the Responsible Officer amount of $ 3,481,875.001, which is the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of principal balance due on the Term Loan may be a Eurodollar Rate Segmentas of such date, a Base Rate SegmentAgent will ▇▇▇▇ the original Fourth Amended and Restated Term Note dated March 1, or both; provided that if 2016 in the Borrower desires that any portion original principal amount of $3,549,166.66 “CANCELLED” and will return the initial Borrowing of same to Borrower. 1. 1 This amount represents the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior principal balance after giving effect to the date that is then anticipated to be the Closing Datepayment of $18,125.00 on June 1, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice2016.

Term Loan. (a) Lender made a Term Loan (the "Existing Term Loan") to Borrowers in the amount of $3,900,000 under the Existing Loan Agreement, of which $2,470,000 is outstanding on the Amended and Restated Closing Date and shall be deemed to continue to be outstanding under the Term Loan and shall be evidenced by a Term Note, satisfactory in form and substance to the Lender, executed and delivered to the Lender on the Amended and Restated Closing Date, in substitution for the Term Note issued by the Borrowers to the Lender at the Closing. (b) Subject to the terms and conditions of this Agreement, each and provided that no Event of Default and no Incipient Event of Default has occurred and is continuing, the Borrowers shall have the option to borrow additional sums under the Term Loan in order to finance fixed assets acquired by the Borrowers (or by another Person which joins in this Agreement as a Borrower on terms and conditions satisfactory to the Lender), provided that on the date of any borrowing under the Term Loan, the outstanding principal balance of all Term Loans (including such additional borrowing) shall not exceed an amount equal to the lesser of (a) the sum of the outstanding principal balance of Revolving Advances, minus the outstanding principal of the Acquisition Loan, or (b) the sum of 80% of the appraised forced liquidation value of Eligible Machinery and Equipment plus 75% of the appraised fair market value of Eligible Real Estate. Appraisals shall be prepared by appraisers and be in form and substance satisfactory to Lender severally agrees in its sole discretion. (c) At the end of each six month period following the Amended and Restated Closing Date, provided no Event of Default and no Incipient Event of Default has occurred and is continuing, the Borrowers shall have the option to make borrow additional sums under the Term Loan in order to finance fixed assets acquired by the Borrowers since the Amended and Restated Closing Date with cash flow of the Borrowers or with proceeds of Revolving Advances, provided that on the date of any borrowing under the Term Loan, the outstanding principal balance of all Term Loans (including any such additional borrowing) shall not exceed an advance amount equal to the lesser of (a) the sum of the outstanding principal balance of Revolving Advances, minus the outstanding principal of the Acquisition Loan, or (b) the sum of 80% of the appraised forced liquidation value of Eligible Machinery and Equipment plus 75% of the appraised fair market value of Eligible Real Estate. Appraisals shall be prepared by appraisers and be in form and substance acceptable to Lender in its Pro Rata sole discretion. (d) At the end of 18 months following the Amended and Restated Closing Date, provided no Event of Default and no Incipient Event of Default has occurred and is continuing, the Borrowers shall have the option to borrow additional sums under the Term Share Loan in order to finance (i) principal amounts previously repaid under the Term Loan since the Closing Date and (ii) fixed assets acquired by the Borrowers since the Closing Date with cash flow of the Borrowers or with proceeds of Revolving Advances (and not previously financed with proceeds of the Term Loan Loan), provided that on the date of any borrowing under the Term Loan, the outstanding principal balance of the all Term Loans (including any such additional borrowing) shall not exceed an amount equal to the Borrower on lesser of (a) the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment sum of the Term Loan outstanding hereunder from time principal balance of Revolving Advances, minus the outstanding principal of the Acquisition Loan, or (b) the sum of 80% of the appraised forced liquidation value of Eligible Machinery and Equipment plus 75% of the appraised fair market value of Eligible Real Estate. Appraisals shall be prepared by appraisers and be in form and substance acceptable to time shall bear interest and the Lender in its sole discretion. (e) Each Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to acceleration upon the conditions occurrence of an Event of Default under this Agreement or termination of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office Agreement and shall be in the form of same day funds in Dollars. The amount so received evidenced by the Administrative Agent shall, and subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such a secured promissory note ("Term Loan Interest Rate Selection notice any or all of Note") appropriately completed by the amounts specified Lender and executed and delivered by the Borrowers to the Lender substantially in such Term Loan Interest Rate Selection Noticethe form attached hereto as Exhibit 2.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each at the option of the Administrative Borrower, the Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share (including, without limitation, the PIK Amount relating thereto) or any portion thereof shall be either a Reference Rate Loan or a SOFR Loan. Each portion of the Term Loan to the Borrower that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding, from the terms hereof. The principal amount of each Segment date of the Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of the Term Loan that is a SOFR Loan shall bear interest on the principal amount thereof from time to time shall bear interest and outstanding, from the date of the Loan until repaid, at a rate per annum equal to the Adjusted Term SOFR for the Interest Period in effect for the Term Loan (or such portion thereof) plus the Applicable Margin; provided that (i) all interest accruing on the Term Loan during the period from December 24, 2019 through and including March 31, 2021 shall be repayable as herein provided. No paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan, (ii) all interest accruing on the Term Loan during the period from April 1, 2021 through June 30, 2021 at a rate per annum of up to 5.00% may be paid by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term Loan repaid or prepaid by if the Administrative Borrower may be reborrowed hereunderelects to so capitalize such interest, and no subsequent advance under (iii) all interest accruing on the Term Loan Facility shall during the period from July 1, 2021 through December 31, 2021 at a rate per annum of up to 4.00% mayshall be allowed after paid by capitalizing such interest and adding such capitalized interest to the initial such advance then outstanding principal amount of the Term Loan if the Administrative Borrower elects to so capitalize such interest, (iv) all interest accruing on the Closing Date. Segments Term Loan during the period from September 30, 2021 through March 31, 2022 shall be paid by capitalizing such interest at a rate per annum equal to (A) for each portion of the Term Loan may be Base that is a Reference Rate Segments or Eurodollar Loan, the Reference Rate Segments at plus the Borrower’s election, as provided herein. Applicable Margin and (bB) Not later than 1:00 P.M. New York time, on the Closing Date, for each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share portion of the Term Loan available by wire transfer that is a SOFR Loan, the Adjusted Term SOFR plus the Applicable Margin, and, in each case, adding such capitalized interest to the Administrative Agent. Such wire transfer shall then outstanding principal amount of the Term Loan, and (v) after receipt of the SPAC Prepayment Amount, all interest accruing on the Term Loan after the SPAC Effective Date at a rate per annum of up to 3.50% may be directed paid by capitalizing such interest and adding such capitalized interest to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The then outstanding principal amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan if the Administrative Borrower elects to so capitalize such interest; provided that, if the L/C Facility Trigger Date occurs as a result of the occurrence of the L/C Facility Closing Date, then (A) with respect to interest accruing on the Term Loan B and/or any Delayed Draw L/C Loan during the period from June 28, 2024 through and including September 30, 2024, all such interest may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if paid by capitalizing such interest and adding such capitalized interest to the Borrower desires that any portion of the initial Borrowing then outstanding principal amount of the Term Loan is advanced B or such Delayed Draw L/C Loan (as a Eurodollar Rate Segment, applicable) if the Administrative Agent Borrower elects to so capitalize such interest (and for the avoidance of doubt, all interest accruing on the Term Loan A shall make be paid in cash), (B) all interest accruing on the Term Loan B and/or any Delayed Draw L/C Loan during the period from October 1, 2024 through and including December 31, 2024 at a rate per annum of up to 4.50% may be paid by capitalizing such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior interest and adding such capitalized interest to the date that is then anticipated to be outstanding principal amount of the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in B or such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.Delayed Draw

Term Loan. (a) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each Term Loan Lender agrees, severally agrees and not jointly, to make an advance of the Term Loan to Borrower on the Second Amendment Effective Date in the principal amount not to exceed its Pro Rata Term Share Loan Commitment. Amounts paid or prepaid in respect of the Term Loan may not be reborrowed. (b) Borrower hereby unconditionally promises to pay to the Borrower on Administrative Agent for the Closing Date, and from the Closing Date to the account of each Term Loan Maturity DateLender, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid advanced by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial each such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, Lender as provided herein. (bc) Not later than 1:00 P.M. New York timeBorrower agrees to pay to the Administrative Agent, for its own account, certain fees in the amounts separately agreed upon between the Borrower and the Administrative Agent (the “Second Amendment Administrative Agent Fees”). All Fees shall be paid on the Closing Datedates due, each Term Loan Lender shallin immediately available funds, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer Once paid, none of the Fees shall be directed refundable under any circumstances. (d) The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date. (e) To request the Term Loan, Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent on or prior to the Second Amendment Effective Date. Such Borrowing Request shall be irrevocable and shall specify the following information: (i) the aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be the Second Amendment Effective Date; and (iii) the location and number of Borrower’s account to which any portion of the Term Loans to be disbursed to Borrower are to be disbursed, which shall comply with the requirements of Section 2.04. The Term Loan shall be comprised entirely of ABR Loans on the Second Amendment Effective Date. (f) Notwithstanding anything to the contrary contained herein, the Term Loan may not be repaid pursuant to this Section 2.21(f) prior to the first anniversary of the Second Amendment Effective Date without the prior written consent of the Required Lenders. Thereafter, Borrower shall have the right at any time and from time to time to prepay the Administrative Agent’s Office and Term Loan, in whole or in part; provided that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or, if less, the form outstanding principal amount of same day funds in Dollarsthe Term Loan. The amount so received by Borrower shall notify the Administrative Agent shall, subject to the terms and conditions by written notice of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing any prepayment of the Term Loan may hereunder not later than 11:00 a.m., New York City time, in the case of Eurodollar Loans, three Business Days before the date of prepayment and, in the case of ABR Loans, one Business Day before the date of prepayment. Each such notice shall be a Eurodollar Rate Segment, a Base Rate Segment, or bothirrevocable; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering or acquisition or sale, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the Borrower desires that any portion prepayment date, the principal amount of Term Loan to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the initial Borrowing amount of the Term Loan is advanced as a Eurodollar Rate Segmentsuch prepayment. Promptly following receipt of any such notice, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to advise the date that is then anticipated to be Lenders of the Closing Date, the Administrative Agent has received from the contents thereof. (g) Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory shall pay to the Administrative Agent that Agent, for the provisions account of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Term Loan Lenders, on the last day of each full fiscal quarter commencing with the first full fis- cal quarter ending after the Second Amendment Effective Date, or if any such date set forth in such is not a Business Day, on the immediately preceding Business Day, a principal amount of the Term Loan Interest Rate Selection notice any or all equal to 0.25% of the amounts specified in such aggregate principal amount of the Term Loan Interest Rate Selection Noticethen outstanding. To the extent not previously paid, the Term Loan shall be due and payable on the Term Loan Maturity Date. (h) Borrower shall make or cause to be made prepayments of the Term Loan (in accordance with Section 2.21(i)) from Net Cash Proceeds, Special Proceeds and from the proceeds of any Extraordinary Receipts, and, if the Term Loan shall have been paid in full, Borrower shall make or cause to be made prepayments from Net Cash Proceeds, Special Proceeds and from the proceeds of any Extraordinary Receipts of each Revolving Loan (and the Revolving Commitment shall be reduced dollar for dollar in connection with each such prepayment) in accordance with Section 2.10(e)), in each case as follows:

Term Loan. (a) Subject The Company may, upon notice from the Company to the terms and conditions of this Agreement, each Term Loan Lender severally agrees Administrative Agent pursuant to make an advance of its Pro Rata Term Share of the Term Loan delivery to the Borrower Administrative Agent of a Notice of (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (2) on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time date of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans shall be in accordance with the terms hereof. The a principal amount of each Segment $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the Term Loan outstanding hereunder from time to time entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall bear interest be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of the Term Loan shall be repayable as herein providedapplied ratably to the remaining principal amortization payments including the final payment on the Maturity Date; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing or if such prepayment is to be made in connection with an acquisition or a transaction involving a Change of Control, such notice of prepayment may be revoked (subject to Section 3.05) if the financing, acquisition or Change of Control transaction is not consummated within the period indicated in such notice. No Each such notice shall specify the date and amount of such prepayment and the Term Loan repaid or Type(s) of Loans to be prepaid by and, if Eurocurrency Rate Loans are to be prepaid, the Borrower may be reborrowed hereunderInterest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share such Lender’s Applicable Percentage of the Term Loan available by wire transfer to the Administrative Agentsuch prepayment. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received If such notice is given by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate SegmentCompany, the Administrative Agent Company shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to prepayment and the payment amount specified in such notice shall be due and payable on the date that is then anticipated to specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoamount prepaid, together with the Borrower’s written acknowledgement in form and substance satisfactory any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all applicable Loans of the amounts specified Lenders in such Term Loan Interest Rate Selection Noticeaccordance with their respective Applicable Percentages.

Term Loan. (ai) Subject Pursuant to the Existing Credit Agreement, Lenders party thereto advanced term loans to Borrower in the aggregate principal amount of $173,500,000, of which $162,000,000.00 remains outstanding (the “Existing Term Loan”). On the Closing Date and subject to the satisfaction or waiver by Agent and each Lender of each of the conditions set forth in Section 2, the Lenders agree that (x) the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as amended and restated on the terms and conditions set forth herein provided. No and (y) the outstanding principal amount of the Term Loan repaid or prepaid by (the Borrower may “Closing Date Term Loan Amount”) of each Term Lender shall be reborrowed hereunderas set forth in Annex J, and no subsequent advance under the aggregate Closing Date Term Loan Amount of all Term Lenders shall be $133,300,000. The obligations of each Term Lender hereunder shall be several and not joint. Except as provided in Section 1.12, the Term Loan Facility shall be allowed evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each a “Term Note” and collectively the “Term Notes”). Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Total Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. Promptly after the initial receipt from a Lender of an original Term Note executed and delivered by Borrower pursuant to the Existing Credit Agreement and marked “cancelled”, Borrower shall execute and deliver to such advance Lender a new Term Note in replacement of such Term Note in the principal amount of the Term Loan of such Lender hereunder. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Total Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. (ii) [Intentionally Omitted] (iii) The entire unpaid balance of the Term Loan shall be due and payable in full in immediately available funds on the Closing Commitment Termination Date, if not sooner paid in full. Segments of No payment with respect to the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinreborrowed. (biv) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant Each payment of principal with respect to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer made pursuant to the Administrative Agent. Such wire transfer this Section 1.1(b) shall be directed paid to Agent for the Administrative Agent at the Administrative Agentratable benefit of each Term Lender, ratably in proportion to each such Term Lender’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the respective Total Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeCommitment.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan in Dollars to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance Borrowing under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds Same Day Funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may shall be a Eurodollar Rate Segment, a single Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior subject to the date that is then anticipated to be Conversion after the Closing Date, the Administrative Agent has received from the Borrower Date in accordance with a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow delivered on the date set forth in such Closing Date pursuant to Section 4.01(a) (or, if a Term Loan Interest Rate Selection notice any or all of Notice is not delivered on the amounts specified Closing Date, thereafter in such Term Loan Interest Rate Selection Noticeaccordance with Section 2.03).

Term Loan. Lender is making Term Loans to Borrower as follows: (a) Subject Lender is making a Term Loan A to Borrower in the terms original principal amount of $2,175,000 ("Term Loan A"). Term Loan A shall be payable by Borrower as follows: (i) successive monthly principal installments in the amount of Thirty-Six Thousand Two Hundred Fifty Dollars ($36,250) on the first business day of each month, beginning March 1, 2000 and conditions continuing each month thereafter and (ii) a final installment in the amount of all unpaid principal and interest on Term Loan A due and payable upon termination of this Agreement, each Term Loan Lender severally agrees to make an advance of whether by its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Dateterms, and from the Closing Date to the Term Loan Maturity Dateby prepayment, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid by acceleration or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinotherwise. (b) Not later than 1:00 P.M. New York timeLender is making a Term Loan B to Borrower in the original principal amount of $4,500,000 ("Term Loan B"). Term Loan B shall be payable by Borrower as follows: (i) successive quarterly principal installments in the amount of Five Hundred Thousand Dollars ($500,000) beginning August 1, 2000 and on the Closing Datefirst business day of each November, each February, May and August thereafter and (ii) a final installment in the amount of all unpaid principal and interests on Term Loan Lender shall, pursuant to the terms B due and subject to the conditions payable upon termination of this Agreement, whether by its terms, by prepayment, by acceleration or otherwise. Notwithstanding the foregoing, Lender may require that Borrower make mandatory prepayments against Term Loan B from time to time based on updated appraisals of Borrower's intellectual property which appraisals Lender may request at any time at Borrower's expense and which shall be conducted by Business Valuation Services, Inc. or another appraiser designated by Lender in its sole discretion. If at any time Lender determines, based upon the most recent intellectual property appraisal, that the outstanding principal amount of its Pro Rata Term Share Loan B exceeds nineteen percent (19%) of the orderly liquidation value of the Borrower's intellectual property based on such appraisal, then upon demand by Lender, Borrower shall make a prepayment of Term Loan B in an amount equal to such excess. Each prepayment shall be applied to prepay the scheduled installments of Term Loan B in inverse order of maturity. (c) Borrower may at any time on at least five (5) days' prior written notice to Lender voluntarily prepay all or part of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and Loans; provided that any such prepayments shall be in the form a minimum amount of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject $36,250 with respect to the terms Term Loan A and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available $500,000 with respect to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing Term Loan B. Any prepayment of the Term Loan may Loans shall be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if applied to prepay the Borrower desires that any portion scheduled installments of the initial Borrowing applicable Term Loans in inverse order of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticematurity.

Term Loan. (a) Subject to Agent and Lenders will establish for Borrower, during the terms Contract Period and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions hereof, a convertible, delayed draw term loan facility consisting of this Agreement(i) a term loan in the principal amount of $300,000 (“Tranche A Term Loan”), including which Tranche A Term Loan has heretofore been funded in full by the Initial Lenders in their Percentage Share under the Existing Agreement and constitutes Lender Indebtedness hereunder, which is due and owing by Borrower as of the date hereof without limitation offset, defense or counterclaim, (ii) a delayed draw term loan in the satisfaction principal amount of all applicable conditions in Sections 5.01 and 5.02$200,000 (“Tranche B Term Loan”), which Tranche B Term Loan shall be made available to in accordance with Section 2.1(b), and (iii) a delayed draw term loan in the Borrower by delivery aggregate principal amount of the proceeds thereof as $250,000 (“Tranche C Term Loan”), which Tranche C Term Loan shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agentmade in accordance with Section 2.1(c). The initial Borrowing Term Loan is not a revolving loan, so that if Borrower repays all or any portion of the Term Loan at any time, such amount so repaid may not be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the re-borrowed. The Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior be subject to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form all terms and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date conditions set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified Loan Documents, which terms and conditions are incorporated herein. Notwithstanding anything to the contrary contained in such this Section 2.1, no Lender will be required or have any obligation to make any extensions of credit hereunder if a Default then exists or could reasonably be expected to result by virtue of the making thereof. Notwithstanding anything to the contrary contained herein, in no event shall Lenders be obligated to make to Borrower, or Borrower be entitled to borrow or receive from Lenders, any loans, advances or extensions of credit hereunder other than the Term Loan. (b) Since as of the Effective Date the Undrawn Tranche A Availability is $0, Borrower shall have the right from time to time, at any time during the Contract Period, to request that Tranche B Lenders make Advances under the Tranche B Term Loan Interest Rate Selection Noticeto Borrower in an amount not to exceed the then Undrawn Tranche B Availability. In connection with such request, each Tranche B Lender agrees severally (not jointly and not jointly and severally) to make, in accordance with Section 2.3 below, a Tranche B Term Loan to Borrower in an amount equal to such Lender’s Percentage Share of such request. (c) At any time during the Contract Period, when the Undrawn Tranche B Availability is $0, Borrower shall have the right, from time to time, to request that Tranche C Lenders make Advances under the Tranche C Term Loan to Borrower in an amount not to exceed the then Undrawn Tranche C Availability. In connection with each such request, each Tranche C Lender agrees severally (not jointly and not jointly and severally) to make, in accordance with Section 2.3 below, a Tranche C Term Loan to Borrower in an amount equal to such Lender’s Percentage Share of such Advance request.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to On the terms and subject to the conditions of set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender, severally and for itself alone, agrees to make such Lender’s Pro Rata Share of a term loan (the “Term Loan”) in one advance to the Borrower on the Closing Date in the aggregate amount of its Pro Rata the Maximum Term Share Facility. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lenders’ commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment.” The payment obligations of the Borrower to the Lenders hereunder are and shall be joint and several as provided in Section 12.21 hereof. Each Lender’s obligation to fund the Term Loan shall be limited to such Lender’s Term Loan Commitment Percentage of the Term Loan Commitment. (1) The advance to the Borrower under this Section 2.1 shall be deposited, in immediately available by wire transfer to funds, in the Borrower’s demand deposit account with the Administrative Agent. Such wire transfer , or in such other account as the Borrower Agent designates in writing with the Administrative Agent’s approval. (2) The principal balance of the Term Loan shall be directed amortized over twenty-five (25) years and shall be jointly and severally repaid by Borrower in consecutive equal monthly installments as follows: (3) The Term Loan shall be evidenced by a separate promissory note (hereinafter, as the same may be amended, restated, modified or supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan Note(s)”), duly executed and delivered by the Borrower, substantially in the form set forth in Exhibit A attached hereto, with appropriate insertions, dated the Closing Date, jointly and severally payable to the order of each Lender, respectively, in the principal amount equal to such Lender’s Pro Rata Share of the Maximum Term Facility. THE PROVISIONS OF THE TERM LOAN NOTES NOTWITHSTANDING, THE TERM LOAN THEN OUTSTANDING SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON A JOINT AND SEVERAL BASIS UPON THE EARLIEST TO OCCUR OF (X) STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS. (4) Accrued interest on the Term Loan shall be due and payable and shall be made by the Borrower to the Administrative Agent at in accordance with Section 2.7 hereof. Monthly interest payments on the Administrative Agent’s Office and Term Loan shall be computed using the interest rate then in effect and based on the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery outstanding principal balance of the proceeds thereof as shall be directed by Term Loan. Upon maturity, the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing outstanding principal balance of the Term Loan may shall be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoimmediately due and payable, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeremaining accrued interest thereon.

Term Loan. (a) On the Effective Date, Lender shall make a term loan to Borrower as evidenced by the Note dated even date herewith (the “Note”) in the aggregate principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) (“Term Loan”). (b) Subject to the terms and conditions provisions of this Agreement, each Term Loan the Lender severally agrees shall disburse to make an advance Borrower, upon Borrower’s written request, the sum of its Pro Rata Term Share of the Term Loan ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00). All disbursements made to the Borrower pursuant to this Section 2(b) shall be made as a single disbursement by Lender on the Closing Effective Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. . (c) The entire Obligations including all unpaid principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderLoan, together with all accrued and no subsequent advance under the Term Loan Facility unpaid interest thereon shall be allowed after due and payable on the initial such advance last day of the Term. (d) All payments made by Borrower in respect of the Term Loan Loan, at Lender’s option, first to any fees, expenses or other costs Borrower is obligated to pay under this Note or the other loan Documents, second to interest due on this Note, and third to any outstanding principal balance of this Note. All payments hereunder which are due on a Saturday, Sunday or Holiday shall be deemed to be payable on the Closing Date. Segments next business day. (e) In addition to all other rights and remedies under this Agreement, the Term Loan, together with all accrued and unpaid interest thereon shall, at Lender’s option, be immediately due and payable if this Agreement shall be terminated for any reason whatsoever or upon the occurrence of any Event of Default hereunder. (f) From and after the funding of the principal amount of the Term Loan may be Base Rate Segments Loan, Borrower shall have no right to request, and Lender shall have no obligation to make to Borrower, any other loans, advances or Eurodollar Rate Segments at the Borrower’s election, as provided hereinother financial accommodations hereunder. (bg) Not later than 1:00 P.M. New York timeIf Borrower does not pay any interest, on the Closing Datefees, each Term Loan costs or charges to Lender shallwhen due, pursuant Borrower shall thereby be deemed to have requested, and Lender is hereby authorized at its discretion to charge Borrower’s account and added to the terms and subject Obligations in an amount equal to the conditions of this Agreementsuch unpaid interest, make the amount of fees, costs, charges or commissions. (h) Any sums expended by Lender due to Borrower’s failure to perform or comply with its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of obligations under this Agreement, including without limitation but not limited to, the satisfaction payment of all applicable conditions in Sections 5.01 taxes or insurance premiums shall be charged to Borrower’s account and 5.02, be made available added to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeObligations.

Term Loan. (a) Subject Prior to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this the Commitment Letter and the Escrow Agreement, including without limitation each Lender shall have funded the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Initial Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the in an amount equal to its Initial Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days Commitment (net of certain fees and expenses payable prior to the date that is then anticipated Closing Date pursuant to be the Closing DateFee Letter) to the Escrow Account. Upon satisfaction of the conditions precedent specified in Section 3.1, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoInitial Lenders, shall, together with the Borrower’s written acknowledgement , deliver a Joint Release Instruction (as defined in form and substance satisfactory the Escrow Agreement) to the Administrative Escrow Agent that under the provisions of Section 4.05 hereof shall apply Escrow Agreement directing the Escrow Agent to any failure by make the full amount on deposit in the Escrow Account available to the Borrower to borrow on the date set forth Closing Date for disbursement (net of certain fees and expenses payable pursuant to the Commitment Letter) in such accordance with the Funds Flow Memorandum, which shall constitute the making of the Initial Term Loan Interest Rate Selection notice any or all to the Borrower for purposes hereof. (b) Upon satisfaction and/or waiver of the amounts conditions precedent specified in such Section 4 of Amendment Number One, on the First Amendment Effective Date, each Lender shall fund the Additional Term Loan Interest Rate Selection Noticein an amount equal to its Additional Term Loan Commitment (net of certain fees and expenses payable prior to the First Amendment Effective Date pursuant to the Amendment Number One Fee Letter) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the Additional Term Loan to the Borrower for purposes hereof. (c) Upon satisfaction and/or waiver of the conditions precedent specified in Section 3 of Amendment Number Five, on the Fifth Amendment Effective Date, each Lender shall fund the 2023 Term Loan in an amount equal to its 2023 Term Loan Commitment (net of certain fees and expenses payable prior to the Fifth Amendment Effective Date pursuant to the Amendment Number Five) to the Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the 2023 Term Loan to the Borrower for purposes hereof.

Term Loan. (a) Subject to On the Closing Date, each Lender that has a Term Commitment severally agrees, on the terms and conditions of set forth in this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing DateDate in the entire amount of each Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and from maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Closing Date to same Term Borrowing shall consist of Term Loans of the Term Loan Maturity Date, convert and continue Segments from time to time same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the terms hereof. The time of incurrence thereof the aggregate principal amount of each Segment such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan outstanding hereunder from time Commitment. The Term Loans to time shall bear interest and be made by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate amount of its Term Commitment. Each Lender having an Incremental Term Loan shall be repayable as herein provided. No amount of the Commitment or Extended Term Loan repaid or prepaid by the Borrower may be reborrowed hereunderCommitment hereby severally, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan not jointly, agrees on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make set forth herein and in the amount of its Pro Rata Term Share of the applicable Incremental Term Loan available by wire transfer Assumption Agreement or Extension Amendment to make Incremental Term Loans or Extended Term Loans, as applicable to the Administrative Agent. Such wire transfer shall be directed Borrower, in an aggregate principal amount not to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the exceed its Incremental Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, Commitment or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Extended Term Loan is advanced Commitment, as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, applicable. Amounts repaid or prepaid in respect of Incremental Term Loans or Extended Term Loans may not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticereborrowed.

Term Loan. (a) Subject at all times to all of the terms and conditions of this Agreement, each Term Loan the Lender severally hereby agrees to make an advance of its Pro Rata Term Share of the Term Loan extend to the Borrower a Term Loan in the principal amount of $2,000,000. The Term Loan shall be borrowed in a single borrowing on the Closing Date, and from the Closing Date to any principal amounts repaid in respect of the Term Loan Maturity Datemay not be reborrowed. (b) The Term Loan shall be repayable in installments, convert in accordance with the schedules of payments set forth in the Term Note. The Borrower shall be required to prepay the Term Loan (i) in full upon the consummation of any Sale, and continue Segments (ii) in whole or in part from time to time in the event and to the extent of 50% of any Qualified Proceeds received by the Borrower from time to time. Any prepayment required under the foregoing clause (ii) shall be due and payable as and when the amount of Qualified Proceeds is determined (i.e., upon receipt of such Qualified Proceeds in the event that no acquisition transaction is then pending, or thirty (30) days after receipt of such Qualified Proceeds to the extent that such Qualified Proceeds are not applied to the purchase price and/or related expenses of a consummated business acquisition). (c) The Borrower shall pay the Lender interest on the principal balance of the Term Loan at the rate(s) per annum as in effect from time to time in accordance with the terms hereofTerm Note. The principal amount Such interest shall be payable monthly in arrears on the last day of each Segment calendar month and on the Term Loan Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan outstanding hereunder from Loan, based on a three hundred sixty (360) day year, counting the actual number of days elapsed. The Borrower hereby authorizes the Lender to charge the Borrower’s revolving credit loan accounts for all such interest and/or for any or all principal amounts due and payable in respect of the Term Loans; provided, however, that the Lender shall be under no obligation to make any such charge to the Borrower’s revolving credit loan accounts (including, without limitation, if there is insufficient Availability at the time to time shall bear such interest and/or principal is due and the payable). (d) The Term Loan shall be repayable as herein provided. No amount of the evidenced by a secured Convertible Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer Note of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLender.

Term Loan. (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance at the option of its Pro Rata Term Share of the Administrative Borrower, the Term Loan to or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan as follows: (i) (i)Each portion of the Borrower Original Term Loan, the Term A Loan, the Term A-1 Loan and the Term A-2 Loan that is a Reference Rate Loan shall bear interest on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments principal amount thereof from time to time in accordance with outstanding (including any portion of the terms hereof. The Monthly Fee allocated to each such Term Loan and capitalized by adding such fee to the principal amount thereof) from the date of each Segment of the such Term Loan outstanding hereunder until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin, and each portion of such Term Loan that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding (including any portion of the Monthly Fee allocated to each such Term Loan and capitalized by adding such fee to the principal amount thereof), from the date of such Term Loan until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for such Term Loan (or such portion thereof) plus the Applicable Margin. (ii) (ii)Each portion of the Term B Loan: (A) (A) that is a Reference Rate Loan shall bear interest and payable in kind on the principal amount thereof from time to time outstanding (including any portion thereof which constitutes the Term B Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term B Loan (such capitalized interest together with any portion of the Monthly Fee allocated to the Term B Loan and capitalized by adding such fee to the principal amount thereof, the "Term B Loan PIK Amount"), from the Eighth Amendment Effective Date until repaid, at a rate per annum equal to the Reference Rate plus Term B PIK Margin, and (B) (B) that is a LIBOR Rate Loan shall bear interest payable in kind on the principal amount therefrom from time to time outstanding (including any portion thereof which constitutes the Term B Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term B Loan, from the Eighth Amendment Effective Date until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period then in effect plus the Term B PIK Margin. Any interest to be repayable as herein provided. No so capitalized pursuant to this clause (b)(ii) shall be capitalized on the last day of each March, June, September and December (commencing on March 31, 2020) and added to the then outstanding principal amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, in accordance with clauses (A) and no subsequent advance under (B) above. (iii) Each portion of the Term C Loan: (A) that is a Reference Rate Loan Facility shall bear interest payable in kind on the principal amount thereof from time to time outstanding (including any portion thereof which constitutes the Term C Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term C Loan (such capitalized interest together with any portion of the Monthly Fee allocated to the Term C Loan and capitalized by adding such fee to the principal amount thereof, the "Term C Loan PIK Amount"), from the Ninth Amendment Effective Date until repaid, at a rate per annum equal to the Reference Rate, and (B) that is a LIBOR Rate Loan shall bear interest payable in kind on the principal amount therefrom from time to time outstanding (including any portion thereof which constitutes the Term C Loan PIK Amount) by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the Term C Loan, from the Ninth Amendment Effective Date until repaid, at a rate per annum equal to the LIBOR Rate for the Interest Period then in effect. Any interest to be so capitalized pursuant to this clause (b)(iii) shall be allowed after capitalized on the initial such advance last day of each March, June, September and December (commencing on June 30, 2020) and added to the then outstanding principal amount of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinin accordance with clauses (A) and (B) above. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.