Common use of USING THE ACCOUNT Clause in Contracts

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be in writing (including by facsimile) or by telephone and shall be sent to the Company’s ▇▇▇▇▇▇ Account Officer on or before the date of such proposed borrowing. Loan proceeds shall be credited to the Company’s deposit account at the Bank unless the Bank is directed otherwise by special written directions from the Company. The amount of each loan requested shall be at least the minimum amount shown above, and the Bank shall have the right to refuse to honor any loan requested by the Company which is less than that minimum amount, even if the Bank has previously honored a loan request for less than the minimum amount. The Company shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the Bank. Loans will be made available from the Loan Account subject to the Bank’s approval on a loan-by-loan basis as and when Loans are requested by the Company. All Loans shall be made against and evidenced by the Company’s promissory note payable to the order of the Bank in the principal amount of $4,200,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be by telephone and confirmed in writing (including by facsimilefacsimile or e-mail) or by telephone and shall be sent to the Company’s BMO ▇▇▇▇▇▇ Bank N.A. Account Officer or Client Services Officer no later than 1:00 p.m. (Chicago, Illinois time) on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan proceeds shall be credited distributed as provided in the applicable executed Loan Request and Direction to the Company’s deposit account at the Bank unless the Bank is directed otherwise by special written directions Pay Proceeds from the Company. The amount of each loan Loan requested shall be at least the minimum amount Minimum Amount shown above, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company which is less than that minimum amountMinimum Amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amountMinimum Amount. The Company shall not request any Loan or letter of credit which, when taken together with the Loans and principal amount of letters of credit hereunder then outstanding, outstanding would exceed the Amount of Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans or letters of credit are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish to the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans or other extensions of credit from the Loan Account will not be used to purchase or carry margin stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the BankLender. In no event shall the proceeds of any Loans be utilized to finance participation in a hostile tender offer or similar transaction or to finance an acquisition of securities in anticipation of such a hostile transaction. Loans and letters of credit will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans and letters of credit are requested by the Company. All Loans and letters of credit shall be made against and evidenced by the Company’s promissory demand note payable to the order of the Bank in the principal amount of $4,200,000Lender, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan AccountAccount and the stated amount of letters of credit issued pursuant thereto. All Loans and other extensions of credit made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, or at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans and other extensions of credit evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. .” Loan requests must be in writing (including by facsimile) or by telephone and shall be sent to the CompanyBorrower’s ▇▇▇▇▇▇ Account Officer on and may be made by writing or before the date of such proposed borrowingby telephone. Loan proceeds shall be credited to the CompanyBorrower’s deposit account no. ▇▇▇▇▇▇▇ at the Bank unless the Bank is otherwise directed otherwise by special written directions from the CompanyBorrower acceptable to the Bank. The amount of each loan Loan requested shall be at least the minimum amount shown above, ; and the Bank shall have the right to refuse to honor any loan Loan requested by the Company Borrower which is less than that minimum amount, even if the Bank has previously honored a loan Loan request for less than the minimum amount. Each Loan shall initially constitute part of the Prime Rate Portion (as described in Section 2(a) below) except to the extent the Borrower has otherwise timely elected that such Loan, or any part thereof, constitutes part of a Fixed Rate Portion as provided in Section 2 below. The Company Borrower shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon As of the time of the making of each Loan hereunder: (a) each of the representations and warranties set forth in Section 5 below and in the Collateral Documents shall be true and correct in all material respects as of such time; and (b) the Borrower shall be in compliance with all of the terms and conditions of this Agreement and the Collateral Documents, and no Default or any event or condition which with notice or lapse of time, or both, would constitute a Default shall have occurred and be continuing or would occur as a result of making such Loan. The Borrower’s request for a Loan, the Company any Loan shall furnish constitute its warranty as to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the Bank. Loans will be made available from the Loan Account subject to the Bank’s approval on a loan-by-loan basis as and when Loans are requested by the Companyfacts specified above. All Loans shall be made against and evidenced by the CompanyBorrower’s promissory note payable to the order of the Bank in the principal amount of $4,200,00045,000,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank agrees that that, notwithstanding the fact that the Note is in the principal amount of $4,200,000the Note stated on its face, it the Note shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company Borrower agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be in writing (including by facsimile) or by telephone and shall be sent to the Company’s ▇▇▇▇▇▇ Account Officer on or before the date of such proposed borrowing. Loan proceeds shall be credited to the Company’s deposit account at the Bank unless the Bank is directed otherwise by special written directions from the Company. The amount of each loan requested shall be at least the minimum amount shown above, and the Bank shall have the right to refuse to honor any loan requested by the Company which is less than that minimum amount, even if the Bank has previously honored a loan request for less than the minimum amount. The Company shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the Bank. Loans will be made available from the Loan Account subject to the Bank’s approval on a loan-by-loan basis as and when Loans are requested by the Company. All Loans shall be made against and evidenced by the Company’s promissory note payable to the order of the Bank in the principal amount of $4,200,0001,500,000.00, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,0001,500,000.00, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be by telephone and confirmed in writing (including by facsimile) or by telephone and shall be sent to the Company’s ▇▇▇▇▇▇ Bank of Montreal Account Officer or Client Services Officer no later than 1:00 p.m. on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan proceeds shall be credited to the Company’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the Company. The amount of each loan Loan requested shall be at least the minimum amount shown above, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company which is less than that the minimum amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amount. The Company shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans or other extensions of credit from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the BankLender; provided that, the Lender hereby consents to the Company’s use of Loan proceeds to acquire stock issued by Lighting Science Group Corporation. In no event shall the proceeds of any Loans be utilized to finance participation in a hostile tender offer or similar transaction or to finance an acquisition of securities in anticipation of such a hostile transaction. Loans will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans and are requested by the Company. All Loans shall be made against and evidenced by the Company’s promissory note payable to the order of the Bank Lender in the principal amount of $4,200,00010,000,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,00010,000,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans and other extensions of credit made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans and other extensions of credit evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan L▇▇▇ requests must be in writing or by telephone and confirmed in writing (including by facsimilefacsimile or e-mail) or by telephone and shall be sent to the CompanyFund’s ▇BMO H▇▇▇▇▇ Bank N.A. Account Officer or Client Services Officer no later than 1:00 p.m. (New York time) on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan L▇▇▇ proceeds shall be credited to the CompanyFund’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the CompanyFund. The amount of each loan Loan requested shall be at least the minimum amount shown aboveMinimum Amount, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company Fund which is less than that minimum amountthe Minimum Amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amountMinimum Amount. The Company Fund shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Amount of Maximum Credit. Upon each request for a Loan, Loan proceeds shall be used by the Company shall furnish Fund to (i) bridge finance capital calls on the Bank certificates Fund’s Members by the Fund and (ii) finance other permitted uses as outlined in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LPLLC Agreement. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company Fund promises to furnish the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry margin stock, convertible bonds convertible into margin stock or warrants for margin stock unless the Company Fund has obtained the prior written consent of the BankLender. In no event shall the proceeds of any Loans be utilized to finance participation in a hostile tender offer or similar transaction or to finance an acquisition of securities in anticipation of such a hostile transaction. Loans will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans are requested by the CompanyFund. All Loans shall be made against and evidenced by the CompanyFund’s promissory note payable to the order of the Bank in the principal amount of $4,200,000Lender and its registered assigns, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided provided, that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company Fund to repay the principal amount of the Note together with accrued interest thereon. The Bank Subject to Section 17, the Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company Fund agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be by telephone and confirmed in writing (including by facsimile) or by telephone and shall be sent to the Company’s ▇▇▇▇▇▇ Bank of Montreal Account Officer or Client Services Officer no later than 1:00 p.m. on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan proceeds shall be credited to the Company’s deposit account at the Bank unless the Bank is directed otherwise by special written directions from the Company. The amount of each loan Loan requested shall be at least the minimum amount shown above, and the Bank shall have the right to refuse to honor any loan Loan requested by the Company which is less than that minimum amount, even if the Bank has previously honored a loan Loan request for less than the minimum amount. The Company shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the The Company shall furnish to the Bank certificates in the form of Exhibit B heretoA attached to the Guaranty described in Section 4 hereof at the times set forth in the Guaranty, properly completed and duly certified by Sun Capital Partners IIV, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other L.P. (the “margin stock” (as defined by the Federal Reserve Board in Regulation UGuarantor”), then the Company promises to furnish the Bank a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the Bank. Loans will be made available from the Loan Account subject to the Bank’s approval on a loancase-by-loan case basis as and when Loans are requested by the Company. All Loans shall be made against and evidenced by the Company’s promissory note payable to the order of the Bank in the principal amount of $4,200,000370,000,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000370,000,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan AccountAccount and issued pursuant hereto. All Loans and other extensions of credit made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans and other extensions of credit evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be in writing or by telephone and confirmed in writing (including by facsimilefacsimile or e-mail) or by telephone and shall be sent to the CompanyFund’s BMO ▇▇▇▇▇▇ Bank N.A. Account Officer or Client Services Officer no later than 1:00 p.m. (New York time) on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan proceeds shall be credited to the CompanyFund’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the CompanyFund. The amount of each loan Loan requested shall be at least the minimum amount shown aboveMinimum Amount, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company Fund which is less than that minimum amountthe Minimum Amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amountMinimum Amount. The Company Fund shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Amount of Maximum Credit. Upon each request for a Loan, Loan proceeds shall be used by the Company shall furnish Fund to (i) bridge finance capital calls on the Bank certificates Fund’s Members by the Fund and (ii) finance other permitted uses as outlined in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LPLLC Agreement. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company Fund promises to furnish the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry margin stock, convertible bonds convertible into margin stock or warrants for margin stock unless the Company Fund has obtained the prior written consent of the BankLender. Loans will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans are requested by the CompanyFund. All Loans shall be made against and evidenced by the CompanyFund’s promissory note payable to the order of the Bank in the principal amount of $4,200,000Lender and its registered assigns, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided provided, that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company Fund to repay the principal amount of the Note together with accrued interest thereon. The Bank Subject to Section 17, the Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company Fund agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be in writing or by telephone and confirmed in writing (including by facsimilefacsimile or e-mail) or by telephone and shall be sent to the CompanyFund’s ▇▇BMO Bank N.A. Account Officer or Client Services Officer no later than 1:00 p.m. (New York time) on the date of the proposed borrowing in order to be honored the same day. ▇▇▇▇ Account Officer on or before the date of such proposed borrowing. Loan proceeds shall be credited to the CompanyFund’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the CompanyFund. The amount of each loan Loan requested shall be at least the minimum amount shown aboveMinimum Amount, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company Fund which is less than that minimum amountthe Minimum Amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amountMinimum Amount. The Company Fund shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Amount of Maximum Credit. Upon each request for a Loan, Loan proceeds shall be used by the Company shall furnish Fund to (i) bridge finance capital calls on the Bank certificates Fund’s Members by the Fund and (ii) finance other permitted uses as outlined in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LPLLC Agreement. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company Fund promises to furnish the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry margin stock, convertible bonds convertible into margin stock or warrants for margin stock unless the Company Fund has obtained the prior written consent of the BankLender. Loans will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans are requested by the CompanyFund. All Loans shall be made against and evidenced by the CompanyFund’s promissory note payable to the order of the Bank in the principal amount of $4,200,000Lender and its registered assigns, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided provided, that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company Fund to repay the principal amount of the Note together with accrued interest thereon. The Bank Subject to Section 17, the Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the -4- actual principal amount evidenced thereby at the time of transfer. The Company Fund agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan ▇▇▇▇ requests must be in writing or by telephone and confirmed in writing (including by facsimilefacsimile or e-mail) or by telephone and shall be sent to the CompanyFund’s BMO ▇▇▇▇▇▇ Bank N.A. Account Officer or Client Services Officer no later than 1:00 p.m. (New York time) on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan ▇▇▇▇ proceeds shall be credited to the CompanyFund’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the CompanyFund. The amount of each loan Loan requested shall be at least the minimum amount shown aboveMinimum Amount, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by (a) Unless the Fund notifies the Lender by 12:00 noon (New York Time) on the Company which is less than applicable Interest Payment Date that minimum amount, even if the Bank has previously honored a loan request for less than Fund intends to pay the minimum amount. The Company shall not request any Loan which, when taken together with interest due on the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loanon such Interest Payment Date with funds not borrowed under this Agreement, the Company Fund shall furnish be deemed to the Bank certificates have irrevocably requested a Loan on each Interest Payment Date in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent amount of the Bank. Loans will be made available from interest then due on the Loan Account Loans, in each case subject to the Bank’s approval provisions of this Agreement (other than the Minimum Amount requirement), which new Loan shall be applied to pay the interest then due on the Loans. In the event the Fund has elected to pay the interest due on the Loans with funds not borrowed under this Agreement and the Fund fails to make any such payment within twenty (20) days of the applicable Interest Payment Date, the Lender may in its sole discretion deem the Fund to have irrevocably requested a loan-by-loan basis as and when Loans are requested by Loan in the Company. All amount of the interest then due on the Loans, in each case subject to the provisions of this Agreement (other than the requirement that a Loan be in a Minimum Amount) which new Loans shall be made against and applied to pay the interest then due on the Loans. (b) Each payment of interest by a borrowing of a Loan shall be evidenced by the Company’s promissory note payable Note, shall bear interest from the date made at a rate per annum equal at all times to the order of rate then applicable to the Bank in Loans, payable on the principal amount of $4,200,000, such note to be in Maturity Date therefor. (c) In no event shall the form of Exhibit A attached hereto (the “Note”). The Bank agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the all Loans, including, without limitation, each borrowing of a Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the pay interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest then due on the NoteLoans, absent manifest errorexceed the Amount of Maximum Credit.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be by telephone and confirmed in writing (including by facsimile) or by telephone and shall be sent to the Company’s ▇▇▇▇▇▇ Bank of Montreal Account Officer or Client Services Officer no later than 1:00 p.m. on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan proceeds shall be credited to the Company’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the Company. The amount of each loan Loan requested shall be at least the minimum amount shown above, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company which is less than that the minimum amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amount. The Company shall not request any Loan or letter of credit which, when taken together with the Loans and principal amount of letters of credit then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans or letters of credit are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans or other extensions of credit from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the BankLender. In no event shall the proceeds of any Loans be utilized to finance participation in a hostile tender offer or similar transaction or to finance an acquisition of securities in anticipation of such a hostile transaction. Loans and letters of credit will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans and letters of credit are requested by the Company. All Loans and letters of credit shall be made against and evidenced by the Company’s promissory note payable to the order of the Bank Lender in the principal amount of $4,200,00020,000,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,00020,000,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan AccountAccount and the unpaid reimbursement obligations under letters of credit issued pursuant hereto. All Loans and other extensions of credit made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans and other extensions of credit evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be in writing or by telephone and confirmed in writing (including by facsimilefacsimile or e-mail) or by telephone and shall be sent to the CompanyFund’s BMO ▇▇▇▇▇▇ Bank N.A. Account Officer or Client Services Officer no later than 1:00 p.m. (New York time) on or before the date of such the proposed borrowingborrowing in order to be honored the same day. Loan proceeds shall be credited to the CompanyFund’s deposit account at the Bank Lender unless the Bank Lender is directed otherwise by special written directions from the CompanyFund. The amount of each loan Loan requested shall be at least the minimum amount shown aboveMinimum Amount, and the Bank Lender shall have the right to refuse to honor any loan Loan requested by the Company Fund which is less than that minimum amountthe Minimum Amount, even if the Bank Lender has previously honored a loan Loan request for less than the minimum amountMinimum Amount. The Company Fund shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Amount of Maximum Credit. Upon each request for a Loan, Loan proceeds shall be used by the Company shall furnish Fund to (i) bridge finance capital calls on the Bank certificates Fund’s Members by the Fund and (ii) finance other permitted uses as outlined in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LPLLC Agreement. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company Fund promises to furnish the Bank Lender a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry margin stock, convertible bonds convertible into margin stock or warrants for margin stock unless the Company Fund has obtained the prior written consent of the BankLender. Loans will be made available from the Loan Account subject to the BankLender’s approval on a loancase-by-loan case basis as and when Loans are requested by the CompanyFund. All Loans shall be made against and evidenced by the CompanyFund’s promissory note payable to the order of the Bank in the principal amount of $4,200,000Lender and its registered assigns, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank Lender agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,000, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank Lender on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank Lender shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank Lender to record any of the foregoing shall not limit or otherwise affect the obligation of the Company Fund to repay the principal amount of the Note together with accrued interest thereon. The Bank Subject to Section 17, the Lender agrees that if it transfers or assigns the Note, the Bank Lender will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company Fund agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank Lender on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Credit Agreement as “Loans”. Loan requests must be in writing (including by facsimile) or by telephone and shall be sent to the CompanyBorrower’s ▇▇▇▇▇▇ Account Officer on and may be made by writing or before the date of such proposed borrowingby telephone. Loan proceeds shall be credited to the CompanyBorrower’s deposit account no. [redacted] at the Bank Bank, unless the Bank is directed otherwise by special written directions from the CompanyBorrower in a form acceptable to the Bank. The amount of each loan Loan requested shall be at least the minimum amount shown above, ; and the Bank shall have the right to refuse to honor any loan Loan requested by the Company Borrower which is less than that minimum amount, even if the Bank has previously honored a loan Loan request for less than the minimum amount. The Company Borrower shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LP. If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company Borrower promises to furnish the Bank a duly executed and completed Form U-1 U‑1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company Borrower has obtained the prior written consent of the Bank. Loans will be made available from the Loan Account subject to the Bank’s approval on a loan-by-loan basis as and when Loans are requested by the Company. All Loans shall be made against and evidenced by the CompanyBorrower’s promissory note payable to the order of the Bank in the principal amount of $4,200,00050,000,000, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank agrees that that, notwithstanding the fact that the Note is in the principal amount of $4,200,000the Note stated on its face, it the Note shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company Borrower agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.

USING THE ACCOUNT. All loans and advances from the Loan Account are referred to in this Agreement as “Loans”. Loan requests must be in writing (including by facsimile) or by telephone and shall be sent to the Company’s ▇▇▇▇▇▇ Account Officer on or before the date of such proposed borrowing. Loan proceeds shall be credited to the Company’s deposit account at the Bank unless the Bank is directed otherwise by special written directions from the Company. The amount of each loan requested shall be at least the minimum amount shown above, and the Bank shall have the right to refuse to honor any loan requested by the Company which is less than that minimum amount, even if the Bank has previously honored a loan request for less than the minimum amount. The Company shall not request any Loan which, when taken together with the Loans then outstanding, would exceed the Maximum Credit. Upon each request for a Loan, the Company shall furnish to the Bank certificates in the form of Exhibit B hereto, properly completed and duly certified by Sun Capital Partners II, LPLP (the “Guarantor”). If Loans are secured directly or indirectly by securities traded on a national exchange or by other “margin stock” (as defined by the Federal Reserve Board in Regulation U), then the Company promises to furnish the Bank a duly executed and completed Form U-1 statement and agrees that the proceeds of Loans from the Loan Account will not be used to purchase or carry stock, convertible bonds or warrants unless the Company has obtained the prior written consent of the Bank. Loans will be made available from the Loan Account subject to the Bank’s approval on a loan-by-loan basis as and when Loans are requested by the Company. All Loans shall be made against and evidenced by the Company’s promissory note payable to the order of the Bank in the principal amount of $4,200,0002,000,000.00, such note to be in the form of Exhibit A attached hereto (the “Note”). The Bank agrees that notwithstanding the fact that the Note is in the principal amount of $4,200,0002,000,000.00, it shall evidence only the actual unpaid principal balance of Loans made under the Loan Account. All Loans made against the Note and the status of all amounts evidenced by the Note shall be recorded by the Bank on its books and records or, at its option in any instance, endorsed on a schedule to the Note and the unpaid principal balance and status and rates so recorded or endorsed by the Bank shall be prima facie evidence in any court or other proceeding brought to enforce the Note of the principal amount remaining unpaid thereon, the status of the Loans evidenced thereby and the interest rates applicable thereto, absent manifest error; provided that the failure of the Bank to record any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay the principal amount of the Note together with accrued interest thereon. The Bank agrees that if it transfers or assigns the Note, the Bank will stamp thereon a statement of the actual principal amount evidenced thereby at the time of transfer. The Company agrees that in any action or proceeding instituted to collect or enforce collection of the Note, the amount shown as owing the Bank on its records shall be prima facie evidence of the unpaid balance of principal and interest on the Note, absent manifest error.