Common use of Equipment Loans Clause in Contracts

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make Advances (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Loans advanced shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowed. (ii) Equipment Loans shall be made available to Borrowers during the period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (ia) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make available Advances to one or more Borrowers (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan Loan, to finance Borrowers’ each applicable Borrower’s purchase of equipment Equipment consisting of computer hardware and software for use in Borrowers’ each such Borrower’s business; provided that the Equipment to be purchased shall be reasonably acceptable to Agent. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent an amount up to, at Agent’s sole discretion, 90% of the net invoice cost (80%excluding taxes, shipping, delivery, handling, installation, overhead and other so called “soft” costs) of the Net Invoice Cost of the equipment being Equipment then to be purchased by Borrowers and the total amount of all Equipment Loans advanced hereunder shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, repaid Equipment Loans may not be re-borrowedreborrowed. (iib) Advances constituting Equipment Loans shall be made available to Borrowers during the period commencing on the date which is Fifth Amendment Date through and including May 1, 2019, and shall be available during the first anniversary following borrowing periods: (i) from the Fifth Amendment Date through and including December 31, 2015, (ii) from January 1, 2016 through and including Xxxx 00, 0000, (xxx) from July 1, 2016 through and including December 31, 2016, (iv) from January 1 through and including June 30 of the Closing Date each year thereafter, and ending on the date which is the second anniversary (v) from July 1 through and including December 31 of the Closing Date each year thereafter (the each, an “Equipment Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the each Equipment Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize be repayable in equal and consecutive monthly installments of principal, based on upon a thirty six (36-) month amortization schedule, the first each of which installments shall be due and payable on the first day of the next month after the end of the Equipment Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (thereafter, with the amount of each such monthly installmententire principal balance, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together along with all accrued and unpaid interest thereoninterest, and all unpaid fees, costs and expenses related thereto, payable hereunder in connection therewith, shall be due and payable in full upon on the expiration last day of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b)2.3. The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in . In the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or and (ed) and the provisions of Sections 2.2(b) through (hg) shall apply.

Equipment Loans. (ia) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of set forth in this Agreement, each Lenderthe Co-Borrowers may utilize up to $3,000,000 of the Revolving Credit Commitment to borrow equipment term loans from the Bank and the Bank agrees to make loans (individually, severally an "Equipment Loan" and, collectively, the "Equipment Loans") to the Co-Borrowers at any time and not jointly, shall, from time to timetime on and after the Closing Date until the Revolving Credit Termination Date, make Advances in an aggregate principal amount not in excess of $3,000,000 at any one time outstanding, provided that the Aggregate Outstandings shall not at any time exceed the Revolving Credit Commitment (each, an “it being understood that this provision does not affect the maturity of any Equipment Loan” and collectively, the “Equipment Loans”). (b) to one or more Borrowers in an amount equal to such Lender’s Each Equipment Loan Commitment Percentage made by the Bank to the Co-Borrowers shall be made against delivery to the Bank of an Equipment Loan Note, appropriately completed, duly executed on behalf of the applicable Co-Borrowers and payable to the order of the Bank. Each Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be a Prime Rate Loan or a Fixed Rate Loan and shall have a term designated by the Co-Borrower in such amounts as are requested by the Notice of Borrowing Agent, but in no event which shall any Equipment Loan not exceed eighty percent five (80%5) years from the date of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Loans advanced shall not exceedborrowing and, in the aggregate, the Maximum absence of any such designation shall be five (5) years. Each Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowed. (ii) Equipment Loans shall be made available to Borrowers during payable in monthly or quarterly (as determined by the period commencing on Bank) installments of interest and principal. The date and amount of each Equipment Loan and the date which is the first anniversary and amount of the Closing Date and ending on the date which is the second anniversary each payment or prepayment of the Closing Date (the “Borrowing Period”) so long as no Default or Event principal of Default such Equipment Loan shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based be recorded on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Periodschedule annexed to such Equipment Loan Note, and the remaining installments of which shall be due and payable on Co-Borrowers authorize the first day of each month thereafter (the amount of each Bank to make such monthly installment, the “Borrowing Period Monthly Installment”), recordation; provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration failure of the Term, subject Bank to acceleration upon set forth payments and other information in such grid shall not in any manner affect the occurrence obligation of an Event of Default under this Agreement or termination the Co-Borrowers to repay any Equipment Loan made by the Bank in accordance with the terms of this Agreement. Each Equipment Loans Loan Note, the grid schedule and the books and records of the Bank shall be evidenced by one or more secured promissory notes prima facie evidence of the information so recorded absent manifest error. (collectively, c) The Co-Borrowers shall deliver to the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist Bank a completed Notice of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR for each Prime Rate Loan or to convert any Equipment Loan (or any portion thereof) from no later than 11:00 a.m., New York City time, on the date of each proposed borrowing of a Domestic Prime Rate Loan pursuant to a LIBOR this Section 2.03, and for each Fixed Rate Loan, no later than 11:00 a.m., New York City time, two days prior to the date of each proposed borrowing of a Fixed Rate Loan pursuant to this Section 2.03. The Bank will make available each requested Equipment Loan to the Co-Borrowers by crediting the proceeds thereof into an account of the Co-Borrower specified in the Notice of Borrowing Agent shall comply with at the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applyPayment Office.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shallduring Equipment Loan A Draw Period, from time to timetime and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in a form acceptable to Bank), and any additional information as Bank may reasonably request (including copies of the invoices for the equipment to be financed) at least five (5) Business Days before the proposed funding date, Bank will make Advances Loans, each in a minimum amount of One Hundred Thousand Dollars (each, an “$100,000.00) (unless there is less than $100,000 of the Equipment Loan” and collectivelyLoan A Amount available to be borrowed), the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s aggregate of which will not exceed the Equipment Loan Commitment Percentage A Amount. Subject to the terms and conditions of this Agreement, during Equipment Loan B Draw Period, from time to time and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in a form acceptable to Bank), and any additional information as Bank may reasonably request (including copies of the applicable invoices for the equipment to be financed) at least five (5) Business Days before the proposed funding date, Bank will make Loans, each in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (unless there is less than $100,000 of the Equipment Loan B Amount available to be borrowed), the aggregate of which will not exceed the Equipment Loan B Amount. The Loans may only be used to finance Borrowers’ purchase Eligible Equipment purchased on or after ninety (90) days before the date of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment each Loan and may not exceed eighty one hundred percent (80100%) of the Net Invoice Cost of equipment invoice, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Notwithstanding the equipment being foregoing, the initial Loan hereunder may be used to reimburse Borrower for Eligible Equipment purchased by Borrowers on or after the date which is six (6) months prior to the Effective Date, provided such Loan is made on the Effective Date and the total in a minimum amount of all One Hundred Thousand Dollars ($100,000.00). Transferable software licenses, leasehold improvements or other soft costs (including sales tax, freight, architects’ fees and installation expenses) may constitute up to twenty-five percent (25%) percent of each Loan. In addition to the LOAN PAYMENT/ADVANCE REQUEST FORM, Borrower shall provide Bank with (a) a UCC financing statement covering the Eligible Equipment, and (b) an opportunity to confirm that upon filing the UCC financing statement covering the Eligible Equipment Loans advanced Bank shall not exceed, have a first priority perfected security interest in the aggregate, the Maximum Equipment Loan Amountsuch Eligible Equipment. Once repaid, Equipment Loans may not be re-borrowed. . Bank will be obligated to make a Loan, so long as (i) each of the representations and warranties in Section 3 of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Loan (except to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and (ii) Equipment Loans shall be made available to Borrowers during the period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to be continuing or result from such Loan. Repayment: Commencing on the conditions first Payment Date of the month following the month in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereafter until the applicable Amortization Date, Borrower shall make monthly payments of interest, in arrears, on the principal amount of each Loan at the rate set forth below. Commencing on the applicable Amortization Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in (i) thirty-six (36) equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, plus (ii) monthly payments of accrued interest at the first of which installments shall be rate set forth below. The final payment due and payable on the first day of the next month after the end of the Borrowing Period, applicable Maturity Date shall include all outstanding principal and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, under each Loan and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject other outstanding Obligations with respect to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate each Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make Advances (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Loans advanced shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowed. (ii) Equipment Loans shall be made available to Borrowers during the period commencing on (x) the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “First Borrowing Period”), (y) the first day after the end of the First Borrowing Period and ending on the date which is the third anniversary of the Closing Date (the “Second Borrowing Period”) and (z) the first day after the end of the Second Borrowing Period and ending on the date which is the fourth anniversary of the Closing Date (the “Third Borrowing Period”), so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the First Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the First Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “First Borrowing Period Monthly Installment”). At the end of the Second Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans made during the Second Borrowing Period, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule (the amount of each such monthly installment, the “Second Borrowing Period Monthly Installment”). Commencing automatically on the first day of the next month after the end of the Second Borrowing Period, and continuing on the first day of each month thereafter, Borrowers shall pay an increased amount of principal each month in respect of all Equipment Loans, until paid in full, which monthly amount shall equal the sum of the First Borrowing Period Monthly Installment plus the Second Borrowing Period Monthly Installment. At the end of the Third Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans made during the Third Borrowing Period, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule (the amount of each such monthly installment, the “Third Borrowing Period Monthly Installment”). Commencing automatically on the first day of the next month after the end of the Third Borrowing Period, and continuing on the first day of each month thereafter, Borrowers shall pay an increased amount of principal each month in respect of all Equipment Loans, until paid in full, which monthly amount shall equal the sum of the First Borrowing Period Monthly Installment plus the Second Borrowing Period Monthly Installment plus the Third Borrowing Period Monthly Installment, provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make available Advances to Borrower (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lenderfinance Borrower’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ purchase of equipment Equipment for use in Borrowers’ Borrower’s business. All such Equipment Loans shall be in such amounts as are requested by Borrowing AgentBorrower, but in no event shall any Equipment Loan exceed eighty ninety (90%) percent of the net invoice cost (80%excluding taxes, shipping, delivery, handling, installation, overhead and other so called “soft” costs) of the Net Invoice Cost of the equipment being Equipment then to be purchased by Borrowers Borrower and the total amount of all Equipment Loans advanced outstanding hereunder shall not exceed, in the aggregate, the Maximum sum of Two Million Five Hundred Thousand Dollars ($2,500,000). In no event shall any Lender be required to provide more than its Commitment Percentage of any Equipment Loan AmountLoan. Once repaid, repaid Equipment Loans may not be re-borrowedreborrowed. (ii) Advances constituting Equipment Loans shall be made available to Borrowers accumulated during each twelve month period (each a “Borrowing Period”) during the period first three years of the Term the first of which commences on the date hereof and ends on October __, 2012 (the “Initial Borrowing Period”). At the end of each Borrowing Period, the sum of all Equipment Loans made during the Borrowing Period shall amortize on the basis of a sixty (60) month schedule (such amount as determined with respect to any Borrowing Period, the “Amortization Amount”). Monthly principal payments will be initially determined for the Equipment Loans made during the Initial Borrowing Period and the amount of such monthly principal payments shall be increased upon the completion of each such subsequent Borrowing Period by the Amortization Amount for each such subsequent Borrowing Period. The Equipment Loans shall be, with respect to principal, payable in equal monthly installments based upon the amortization schedule set forth above, commencing on the date which is first day of the first month following the anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (with the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b2.4(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent Borrower may request; and in . In the event that Borrowers desire Borrower desires to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Eurodollar Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Eurodollar Rate Loan, Borrowing Agent Borrower shall comply with the notification requirements set forth in Sections 2.2(b) and/or and (ed) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (i) Following Pursuant to the date Existing Loan Agreement, the Existing Lenders, severally and not jointly, made equipment loans to Borrower of which the principal amount of $5,405,125.22 is the first anniversary outstanding as of the Closing Date, subject Date (the "Existing Equipment Loans"). Subject to the terms and conditions of this Agreement, each Facility Lender, severally 36 and not jointly, shall, from time to time, make available Facility Advances to the Borrower (each, an “a "New Equipment Loan” " and collectively, the “"New Equipment Loans”") to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of finance the applicable Equipment Loan to finance Borrowers’ Borrower's purchase of equipment Equipment for use in Borrowers’ businessthe Borrower's business during the first three Original Loan Years. The Existing Equipment Loans shall be consolidated with and into the New Equipment Loans and as so consolidated shall be referred to herein each as an "Equipment Loan" and collectively as the "Equipment Loans". All such Equipment Loans shall be in such amounts as are requested by Borrowing Agentthe Borrower, but in no event shall any Equipment Loan exceed eighty eighty-five percent (8085%) of the Net Invoice Cost net invoice cost (excluding taxes, shipping, delivery, handling, installation, overhead and other so called "soft" costs) of the equipment being Equipment then to be purchased by Borrowers the Borrower and the total amount of all Equipment Loans advanced outstanding hereunder shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowedreborrowed. (ii) Facility Advances constituting Equipment Loans shall be made available to Borrowers accumulated during each twelve month period (each a "Borrowing Period") during the first three Original Loan Years of the Original Term. The first Borrowing Period commenced on the Original Closing Date and ended on February 25, 2000 (the "Initial Borrowing Period"). The second Borrowing Period commenced on February 26, 2000 and shall end on February 25, 2001. The third Borrowing Period shall consist of the twelve month period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereofFebruary 26, 2001. At the end of the each Borrowing Period, Agent shall calculate the aggregate principal balance sum of all then outstanding Equipment Loans, which amount Loans made during the Borrowing Period shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day basis of the next an eighty-four (84) month after the end of the schedule (such amount as determined with respect to any Borrowing Period, the "Amortization Amount"). Monthly principal payments will be initially determined for the Equipment Loans made during the Initial Borrowing Period and the remaining installments amount of which such monthly principal payments shall be due increased upon the completion of each such subsequent Borrowing Period by the Amortization Amount for each such subsequent Borrowing Period. The Equipment Loans shall be, with respect to principal, payable in equal monthly installments based upon the amortization schedule set forth above, which payments commenced on February 1, 2000 and payable continued on the first day of each month thereafter (until September 1, 2000 and shall continue to be payable commencing on October 1, 2000 and on the amount first day of each such monthly installment, month thereafter with the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Facility Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or earlier termination of this AgreementAgreement and subject to mandatory prepayment as required under Section 2.11 hereof. The Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “"Equipment Note”) "), executed by the Borrower in substantially the form attached annexed hereto as Exhibit 2.3(b2.4(A). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make Advances (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers Borrower in an amount equal to such LenderLxxxxx’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ Borrower’s purchase of equipment for use in Borrowers’ Borrower’s business. All such Equipment Loans shall be in such amounts as are requested by Borrowing AgentBorrower, but in no event shall any Equipment Loan exceed ninety (90%) percent of the Net Invoice Cost of any new equipment being purchased by Borrower or eighty percent (80%) of the Net Invoice Cost of the any used equipment being purchased by Borrowers Borrower and the total amount of all Equipment Loans advanced outstanding hereunder shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowedreborrowed. (ii) Equipment Loans shall be made available to Borrowers Borrower during the period commencing on the date which is the first anniversary of the Closing Date (x) May 4, 2021 and ending on the earlier of (A) the date which the Equipment Note (defined below) is the second anniversary of the Closing Date fully funded or (B) May 4, 2022 (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof). At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month five year amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”)thereafter, provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b2.4(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Term SOFR Rate Loans, or a combination thereof, as Borrowing Agent Borrower may request; and in the event that Borrowers desire Borrower desires to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Term SOFR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Term SOFR Rate Loan, Borrowing Agent Borrower shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (hi) shall apply.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject to the terms and conditions of this Agreement, each LenderEach Lender agrees, severally and not jointly, shall, from time to time, make Advances (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Loans advanced shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowed. (ii) Equipment Loans shall be made available to Borrowers during the period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject exists, to make Equipment Loans from time to time to Borrower as requested by Borrower in the conditions manner set forth in Section 8.3 subsection 3.1.1 hereof, up to a maximum principal amount equal to the product of such Lender’s Equipment Loan Percentage multiplied by $1,000,000. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. The Equipment Loans shall be evidenced repayable in accordance with the terms of the Equipment Loan Notes and shall be secured by one or more secured promissory notes (collectively, all of the “Equipment Note”) Collateral. No repayment in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist respect of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan may be reborrowed. Each Lender will make Equipment Loans only if each of the following conditions is satisfied: (or any portion thereofa) as a LIBOR Rate Loan or Borrowers shall have provided evidence to convert any Agent, in form and substance reasonably satisfactory to Agent, that Borrowers will use the proceeds of each requested Equipment Loan to purchase new production Equipment (or any portion thereofi) in a Borrower’s business operations, (ii) to be located at a location in compliance with this Agreement, and (iii) subject to no Liens other than those in favor of Agent; (b) Agent shall have received the invoice from a Domestic Rate Loan the seller of the Equipment evidencing the cost of the Equipment, the applicable Borrower proposes to a LIBOR Rate purchase with the proceeds of each Equipment Loan, Borrowing and such invoice discloses that the original principal amount of such requested Equipment Loan does not exceed seventy-five percent (75%) of the cost thereof, exclusive of transportation, installation, taxes, perishable tooling and other soft costs (as determined by Agent in its reasonable credit judgment) pertaining thereto; (c) Agent shall comply have received, in form and substance reasonably satisfactory to Agent, evidence of insurance covering the Equipment, the applicable Borrower proposes to purchase with the notification requirements set forth proceeds of each Equipment Loan; (d) the requested Equipment Loan is in Sections 2.2(b) and/or a minimum original principal amount of $300,000; (e) the requested Equipment Loan would be the only Equipment Loan funded by Lenders during Borrowers’ then existing fiscal quarter; (f) the original principal amount of the requested Equipment Loan, together with the original principal amounts of all other Equipment Loans funded by Lenders during Borrowers’ then existing fiscal year, does not exceed $1,000,000; (g) Borrowers shall have delivered or caused to be delivered to Agent and each Lender any and all documents, agreements and instruments deemed reasonably necessary by Agent or any Lender in connection with the provisions making of Sections 2.2(b) through such Equipment Loan; CHICAGO/#1571873.4 (h) Borrowers shall applynot be permitted to request more than two Equipment Loans within any twelve consecutive month period; and (i) with respect to the first requested Equipment Loan only, average Availability for the 30-day period immediately prior to the date of the requested Equipment Loan, equals or exceeds $3,000,000. The proceeds of the Equipment Loans shall be used solely for the purposes specified in this subsection 1.4.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shallduring the Equipment Loan Draw Period, from time to timetime and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in a form acceptable to Bank), and any additional information as Bank may reasonably request (including copies of the invoices for the equipment to be financed) at least five (5) Business Days before the proposed funding date, Bank will make Advances up to four (each4) Loans, an “Equipment Loan” and collectivelyeach in a minimum amount of One Hundred Thousand Dollars ($100,000.00), the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s aggregate of which will not exceed the Equipment Loan Commitment Percentage of the applicable Equipment Loan Amount. The Loans may only be used to finance Borrowers’ purchase Eligible Equipment purchased on or after ninety (90) days before the date of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment each Loan and may not exceed eighty one hundred percent (80100%) of the Net Invoice Cost of equipment invoice, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Notwithstanding the equipment being foregoing, the initial Loan hereunder may be used to reimburse Borrower for Eligible Equipment purchased by Borrowers on or after the date which is nine (9) months prior to the Effective Date, provided such Loan is made on the Effective Date and the total in a minimum amount of all One Hundred Thousand Dollars ($100,000.00). Transferable software licenses, leasehold improvements or other soft costs (including sales tax, freight and installation expenses) may constitute up to twenty-five percent (25%) percent of each Loan. In addition to the LOAN PAYMENT/ADVANCE REQUEST FORM, Borrower shall provide Bank with (a) a UCC financing statement covering the Eligible Equipment, and (b) an opportunity to confirm that upon filing the UCC financing statement covering the Eligible Equipment Loans advanced Bank shall not exceed, have a first priority perfected security interest in the aggregate, the Maximum Equipment Loan Amountsuch Eligible Equipment. Once repaid, Equipment Loans may not be re-borrowed. . Bank will be obligated to make a Loan, so long as (i) each of the representations and warranties in Section 3 of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Loan (except to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and (ii) Equipment Loans shall be made available to Borrowers during the period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to be continuing or result from such Loan. Repayment: Commencing on the conditions first Payment Date of the month following the month in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of each Loan at the rate set forth below. Commencing on the applicable Amortization Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in (i) thirty-six (36) equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, plus (ii) monthly payments of accrued interest at the first of which installments shall be rate set forth below. The final payment due and payable on the first day of the next month after the end of the Borrowing Period, applicable Maturity Date shall include all outstanding principal and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, under each Loan and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject other outstanding Obligations with respect to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate each Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make available Advances to Borrower (each, an “"Equipment Loan” " and collectively, the “"Equipment Loans”") to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ Borrower's purchase of equipment Equipment for use in Borrowers’ Borrower's business. All such Equipment Loans shall be in such amounts as are requested by Borrowing AgentBorrower, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost net invoice cost (excluding taxes, shipping, delivery, handling, installation, overhead and other so called "soft" costs) of the equipment being Equipment then to be purchased by Borrowers Borrower and the total amount of all Equipment Loans advanced outstanding hereunder (whether or not such Equipment Loans have been converted to a Converted Equipment Loan) shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, repaid (whether or not such Equipment Loans have been converted to and repaid as a Converted Equipment Loan) Equipment Loans may not be re-borrowed. (ii) reborrowed. Notwithstanding anything in the contrary herein, the maximum amount of Equipment Loans advanced by the Lenders in any fiscal year shall not exceed $750,000. The Equipment Loans shall be made available to Borrowers evidenced by a secured promissory note (the "Equipment Line of Credit Note"), executed by Borrower in substantially the form annexed hereto as Exhibit 2.4(b)(i). Until the Termination Date, Advances constituting Equipment Loans shall be accumulated during at the end of each fiscal year of the Borrower (each a "Borrowing Period") during the period commencing on Term. Notwithstanding the date which is foregoing, the first anniversary of Borrowing Period shall commence on the Closing Date and ending end on December 31, 2006. Each subsequent Borrowing Period shall consist of twelve month periods commencing on January 1, 2007 provided, however, that no Borrowing Period shall extend beyond the Termination Date. During each Borrowing Period, the Borrower shall pay to the Agent interest accrued on the date which is the second anniversary outstanding balance of the Closing Date (Equipment Loans on the “Borrowing Period”) so long as no Default or Event first day of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereofeach month. At the end of each Borrowing Period (each a "Conversion Date"), the sum of all Equipment Loans made during the Borrowing Period shall be converted to a term loan (each a "Converted Equipment Loan") and shall amortize on the basis of a sixty (60) month schedule (such amount converted shall be referred to as the "Amortization Amount") provided, however, if, for any such Borrowing Period, Agent shall calculate the aggregate principal balance sum of all Equipment Loans made during such Borrowing Period is less than $500,000, then such Equipment Loans shall not convert to a Converted Equipment Loan until the earliest Conversion Date thereafter on which the sum of all outstanding Equipment LoansLoans are equal to or greater than $500,000. Each Converted Equipment Loan shall be, which amount shall amortize with respect to principal, payable in equal and consecutive monthly installments of principalbased upon the amortization schedule set forth above, based on a 36-month amortization schedule, the first of which installments shall be due and payable commencing on the first day of the next first month after following the end of the Borrowing Period, applicable Conversion Date and the remaining installments of which shall be due and payable continuing on the first day of each month thereafter (with the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration first day of the Termsixtieth (60th) month thereafter, subject to acceleration upon the occurrence and during the continuance of an Event of Default under this Agreement or termination of this Agreement. Notwithstanding anything to the contrary herein, in any Converted Equipment Loans Line of Credit Note and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on the Termination Date. Each Converted Equipment Loan shall be evidenced by one or more a secured promissory notes note (collectivelythe "Converted Equipment Line of Credit Note"), the “Equipment Note”) executed by Borrower in substantially the form attached annexed hereto as Exhibit 2.3(b2.4(b)(ii). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make Advances (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more US Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance US Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Loans advanced hereunder shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Notwithstanding the foregoing, the total amount of all Equipment Loans advanced hereunder for the purchase of Equipment which will be located in Mexico shall not exceed $2,000,000 in the aggregate; provided that such Equipment shall be maintained at a facility set forth on Schedule 4.5 attached hereto and Agent shall have a valid and perfected Lien with respect to such Equipment. Once repaid, Equipment Loans may not be re-borrowedreborrowed. (ii) Equipment Loans shall be made available to US Borrowers during the period commencing on the date which is the first anniversary of the Closing Thirteenth Amendment Date and ending on the date which is the second anniversary of the Closing Date December 31, 2018 (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof). At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month three (3) year amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”). Commencing automatically on the first day of the next month after the end of the Borrowing Period, and continuing on the first day of each month thereafter, Borrowers shall pay an increased amount of principal each month in respect of all Equipment Loans, until paid in full, provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Eurodollar Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Eurodollar Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (hi) shall apply.

Equipment Loans. (ia) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of set forth in this Agreement, the Co-Borrowers may utilize up to $3,000,000 of the Revolving Credit Commitment to borrow equipment term loans from the Lenders and each LenderLender agrees, severally and but not jointly, shall, from time to time, make Advances loans (eachindividually, an “Equipment Loan” and and, collectively, the “Equipment Loans”) to the Co-Borrowers at any time during the Revolving Credit Commitment Period up to but not exceeding at any one time outstanding the amount of its Equipment Loan Commitment; provided, however, that no Equipment Loan shall be made if, after giving effect to such Equipment Loan, (i) the outstanding principal amount of the Equipment Loans at such time would exceed the Total Equipment Loan Commitment, or more (ii) Aggregate Outstandings would exceed the Total Revolving Credit Commitment. (b) Each Equipment Loan made by each Lender to the Co-Borrowers shall be evidenced by an Equipment Loan Note, appropriately completed, duly executed on behalf of the Co-Borrowers and payable to the order of each Lender in an a principal amount equal to such Lender’s Commitment Proportion of such Equipment Loan. Each Equipment Loan Commitment Percentage shall be a Prime Rate Loan, a LIBOR Loan or a Fixed Rate Loan and shall have a term designated by the Co-Borrower in the Notice of Borrowing but which shall not exceed five (5) years from the date of the applicable Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Loans advanced shall not exceedborrowing and, in the aggregate, the Maximum absence of any such designation shall be five (5) years. Each Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowed. (ii) Equipment Loans shall be made available to Borrowers during payable in monthly or quarterly (as determined by the period commencing on Lenders) installments of interest and principal. The date and amount of each Equipment Loan and the date which is the first anniversary and amount of the Closing Date and ending on the date which is the second anniversary each payment or prepayment of the Closing Date (the “Borrowing Period”) so long as no Default or Event principal of Default such Equipment Loan shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based be recorded on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Periodschedule annexed to each such Equipment Loan Note, and the remaining installments of which shall be due and payable on the first day of Co-Borrowers authorize each month thereafter (the amount of each Lender to make such monthly installment, the “Borrowing Period Monthly Installment”), recordation; provided, however, that the aggregate principal balance failure of all Equipment Loans, together with all accrued any Lender to set forth payments and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder other information in connection therewith, such grid shall be due and payable not in full upon any manner affect the expiration obligation of the Term, subject Co-Borrowers to acceleration upon repay any Equipment Loan made by the occurrence of an Event of Default under this Agreement or termination Lenders in accordance with the terms of this Agreement. Each Equipment Loan Note, the grid schedule and the books and records of each Lender shall be prima facie evidence of the information so recorded absent manifest error. (c) The Co-Borrowers shall deliver to the Administrative Agent a completed Notice of Borrowing not later than 11:00 a.m., New York, New York time, three Business Days prior to the date of each proposed LIBOR Loan under this Section 2.03, on the date of each proposed Prime Rate Loan under this Section 2.03 or two Business Days prior to the date of each proposed borrowing of a Fixed Rate Loan pursuant to this Section 2.03. Such notice shall be irrevocable and shall specify specifying (i) the amount to be borrowed, which shall not exceed the Total Equipment Loan Commitment, (ii) the Type or Types of such Equipment Loans and the related amounts for each, (iii) if such Equipment Loan is an LIBOR Loan, the initial Interest Period selected for such Equipment Loan, and (iv) the proposed Borrowing Date. Upon receipt of such notice from the Co-Borrowers, the Administrative Agent shall promptly notify each Lender thereof. Each borrowing of an Equipment Loan shall be evidenced by one in an aggregate principal amount of (i) the lesser of (x) $100,000 or more secured promissory notes whole multiples thereof or (collectivelyy) the Available Revolving Credit Commitment, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic with respect to Prime Rate Loans or LIBOR Fixed Rate Loans, and (ii) $500,000 or a combination thereof, as Borrowing Agent may request; and whole multiples of $100,000 in excess thereof with respect to LIBOR Loans provided the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applyAvailable Revolving Credit Commitment is at least $500,000.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make Advances (each, an “Equipment Loan” and collectively, the “Equipment Loans”) to one or more Borrowers Borrower in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ Borrower’s purchase of equipment for use in Borrowers’ Borrower’s business. All such Equipment Loans shall be in such amounts as are requested by Borrowing AgentBorrower, but in no event shall any Equipment Loan exceed ninety (90%) percent of the Net Invoice Cost of any new equipment being purchased by Borrower or eighty percent (80%) of the Net Invoice Cost of the any used equipment being purchased by Borrowers Borrower and the total amount of all Equipment Loans advanced outstanding hereunder shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowedreborrowed. (ii) Equipment Loans shall be made available to Borrowers Borrower during the period commencing on the date which is the first anniversary of the Closing Date (x) May 4, 2021 and ending on the earlier of (A) the date which the Equipment Note (defined below) is the second anniversary of the Closing Date fully funded or (B) May 4, 2022 (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof). At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month five year amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”)thereafter, provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b2.4(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent Borrower may request; and in the event that Borrowers desire Borrower desires to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Eurodollar Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Eurodollar Rate Loan, Borrowing Agent Borrower shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (hi) shall apply.”

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, shall, from time to time, make available Advances to Borrower (each, an “"Equipment Loan” " and collectively, the “"Equipment Loans”") to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ Borrower's purchase of equipment Equipment for use in Borrowers’ businessBorrower's business during the first three Loan Years. All such Equipment Loans shall be in such amounts as are requested by Borrowing AgentBorrower, but in no event shall any Equipment Loan exceed eighty eighty-five percent (8085%) of the Net Invoice Cost net invoice cost (excluding taxes, shipping, delivery, handling, installation, overhead and other so called "soft" costs) of the equipment being Equipment then to be purchased by Borrowers Borrower and the total amount of all Equipment Loans advanced outstanding hereunder shall not exceed, in the aggregate, the Maximum Equipment Loan Amountsum of Ten Million Dollars ($10,000,000). Once repaid, repaid Equipment Loans may not be re-borrowedreborrowed. (ii) Advances constituting Equipment Loans shall be made available to Borrowers accumulated during each twelve month period (each a "Borrowing Period") during the period commencing first three Loan Years. The first Borrowing Period shall commence on the date which is the first anniversary of the Closing Date and ending end on the date which is the second anniversary of the Closing Date February 25, 2000 (the “"Initial Borrowing Period”) so long as no Default or Event "). Each subsequent Borrowing Period shall consist of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereoftwelve month periods commencing on February 26 of each year. At the end of the each Borrowing Period, Agent shall calculate the aggregate principal balance sum of all then outstanding Equipment Loans, which amount Loans made during the Borrowing Period shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day basis of the next an eighty-four (84) month after the end of the schedule (such amount as determined with respect to any Borrowing Period, the "Amortization Amount"). Monthly principal payments will be initially determined for the Equipment Loans made during the Initial Borrowing Period and the remaining installments amount of which such monthly principal payments shall be due increased upon the completion of each such subsequent Borrowing Period by the Amortization Amount for each such subsequent Borrowing Period. The Equipment Loans shall be, with respect to principal, payable in equal monthly installments based upon the amortization schedule set forth above, commencing on March 1, 2000 and payable on the first day of each month thereafter (with the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans , and shall be evidenced by one or more secured promissory notes (collectively, the “"Equipment Note”) "), executed by Borrower in substantially the form attached annexed hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply2.4.

Equipment Loans. (iA) Following the date which is the first anniversary Subject to all of the Closing Date, subject to the terms and conditions of this Agreement, each LenderLender agrees, severally and not jointlyfor so long as no Event of Default exists, shallto make Equipment Loans to Borrower, from time to time, make Advances (eachin accordance with the terms of SECTION 2.3, an “Equipment Loan” and collectivelyup to a maximum principal amount which, the “aggregate of, shall not exceed the Equipment Loans”Borrowing Base at such time. It is expressly understood and agreed that Lender shall use the Equipment Borrowing Base as a maximum ceiling on Equipment Loans outstanding to Borrower at any time. If the unpaid balance of the Equipment Loans should exceed the Equipment Borrowing Base or any other limitation set forth in this Agreement, such Equipment Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to the benefits thereof; PROVIDED, HOWEVER, if such an overadvance occurs, (i) a request for a Revolving Credit Loan shall be deemed to one or more Borrowers be made by Borrower in an amount equal to such Lender’s excess PLUS accrued unpaid interest on the amount of such excess, to repay such overadvance, provided there is sufficient availability under the Borrowing Base for such Revolving Credit Loan or (ii) if there is insufficient availability under the Borrowing Base for such Revolving Credit Loan, then Borrower shall immediately repay, without premium or penalty, Equipment Loans in an amount equal to such excess, along with accrued unpaid interest on the amount so repaid to the date of such repayment. The Equipment Commitment will mature simultaneously with the termination of the Revolving Credit Commitment. In no event shall a Borrower be authorized to request an Equipment Loan Commitment Percentage at any time there exists an Event of Default. (B) If Borrower sells any of the applicable Equipment Loan Equipment, or any Offshore Platform, or if any of the Collateral is taken by condemnation, Borrower shall pay to finance Borrowers’ purchase Lender, unless otherwise agreed by Lender, as and when received by Borrower and as a mandatory payment of equipment for use in Borrowers’ business. All the Loans (or, at Lender's option, such of the other Obligations as Lender may elect), a sum equal to the proceeds received by Borrower from such sale or condemnation. (C) The Equipment Loans shall be in such amounts as are requested used solely by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) Borrower for purposes for which the proceeds of the Net Invoice Cost of the equipment being purchased by Borrowers and the total amount of all Equipment Revolving Credit Loans advanced shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not are authorized to be re-borrowed. (ii) Equipment Loans shall be made available to Borrowers during the period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate principal balance of all then outstanding Equipment Loans, which amount shall amortize in equal and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments shall be due and payable on the first day of the next month after the end of the Borrowing Periodused, and the remaining installments to finance Borrower's purchase of which shall be due Equipment and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued oil and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applygas Properties.

Equipment Loans. (i) Following the date which is the first anniversary of the Closing Date, subject Subject to the terms and conditions of this AgreementAgreement (including, without limitation, the terms and conditions of Section 8.2(e)), each Lender, severally and not jointly, shall, from time to time, time during the period commencing on the Closing Date and ending on the third anniversary of the Closing Date make Advances to Borrower (each, an “Equipment Loan” and collectively, the “"Equipment Loans”") to one or more Borrowers finance Borrower's purchase of Equipment for use in an amount equal to Borrower's business based upon such Lender’s Equipment Loan 's Commitment Percentage of the applicable requested Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ businessLoan. All such Equipment Loans shall be in such amounts as are requested by Borrowing AgentBorrower, but in no event shall the amount of any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost net cost (excluding taxes, freight, delivery, installation, overhead and other so called soft costs) of the equipment being Equipment then to be purchased by Borrowers and Borrower, nor shall the total amount of all Equipment Loans advanced shall not made hereunder exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowedreborrowed. (ii) Advances constituting Equipment Loans shall be made available to Borrowers accumulated during the period commencing on the date which is the first anniversary of the Closing Date and ending on the date which is the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereofeach Loan Year. At the end of each Loan Year, the Borrowing Period, Agent shall calculate the aggregate principal balance sum of all then outstanding Equipment Loans, which amount Loans made during such Loan Year shall amortize on the basis of an eighty-four (84) month schedule (each such monthly amount as determined with respect to any Loan Year, the "Amortization Amount"). Monthly principal payments will be determined for the Equipment Loans made during the first Loan Year and the amount of such monthly principal payments shall be increased upon completion of the subsequent Loan Year by the applicable Amortization Amount for each month with respect to the subsequent Loan Year. The Equipment Loans shall, with respect to principal, be payable in equal and consecutive monthly installments of principalbased upon the amortization schedule set forth above, based on a 36-month amortization schedulecommencing January 1, the first of which installments shall be due 2000 and payable on the first day of the next month after the end of the Borrowing Period, and the remaining installments of which shall be due and payable on the first day of each month thereafter (thereafter, with a final installment in an amount equal to the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal entire remaining outstanding balance of all all. Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon on the expiration of the TermMaturity Date, subject to (x) acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. Equipment Loans shall be evidenced by one or more secured promissory notes , and (collectively, the “Equipment Note”y) in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire mandatory prepayments pursuant to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applySection 2.

Equipment Loans. (ia) Following the date which is the first anniversary of the Closing DateSubject to, subject to and upon the terms and conditions of this Agreementcontained herein, each Lender, severally and not jointly, shall, Lender agrees to make Equipment Loans to Borrower from time to time, make Advances up to the amount equal seventy (each, an “70%) percent of the Hard Cost of Eligible Equipment acquired with such Equipment Loan” and collectively, provided that the “Equipment Loans”) to one or more Borrowers in an amount equal to such Lender’s Equipment Loan Commitment Percentage of the applicable Equipment Loan to finance Borrowers’ purchase of equipment for use in Borrowers’ business. All such Equipment Loans shall be in such amounts as are requested by Borrowing Agent, but in no event shall any Equipment Loan exceed eighty percent (80%) of the Net Invoice Cost of the equipment being purchased by Borrowers and the total outstanding principal amount of all Equipment Loans advanced shall not exceed, in the aggregate, the Maximum Equipment Loan Amount. Once repaid, Equipment Loans may not be re-borrowedexceed $500,000.00. (iib) Each Equipment Loans Loan requested by Borrower hereunder shall be made available in a minimum amount of $50,000. Each request by Borrower for an Equipment Loan shall be accompanied by copies of all purchase orders, invoices and other documentation relating to Borrowers during the period Eligible Equipment to be purchased with the proceeds of such Equipment Loan, including a list and description of the Eligible Equipment (by model, make, manufacturer, serial no. (if available) and/or such other identifying information as may be required by Lender) and such other information and documents as may be requested by Lender. Each Equipment Loan shall be (a) evidenced by an Equipment Loan Promissory Note substantially in the form attached as Exhibit B hereto, completed, executed and delivered by Borrower to Lender (in a manner satisfactory to Lender) prior to the making of any Equipment Loan or by the records and loan accounts maintained by Lender; (b) repaid, together with interest and other amounts, in accordance with this Agreement, the Equipment Loan Promissory Note, and the other Financing Agreements and (c) secured by a first and only security interest on the acquired Equipment and by all the other Collateral. Borrower shall deliver to Lender upon request evidence of full payment for all Eligible Equipment acquired with the proceeds of an Equipment Loan and the absence of liens thereon. The principal amount of each Equipment Loan shall be repaid in equal consecutive monthly payments, payable on the first day of each calendar month, commencing on the date which is the first anniversary of the Closing Date and ending on such day to occur after the date which each such Loan is made. The principal amount shall be amortized over a sixty (60) month period and the second anniversary of the Closing Date (the “Borrowing Period”) so long as no Default or Event of Default shall have occurred and subject to the conditions set forth in Section 8.3 hereof. At the end of the Borrowing Period, Agent shall calculate the aggregate outstanding principal balance of thereof and all then outstanding Equipment Loansaccrued and unpaid interest, which amount shall amortize in equal fees and consecutive monthly installments of principal, based on a 36-month amortization schedule, the first of which installments charges shall be due and payable on the first day to occur of (a) the next month after the end election of the Borrowing Period, Lender upon and the remaining installments of which shall be due and payable on the first day of each month thereafter (the amount of each such monthly installment, the “Borrowing Period Monthly Installment”), provided, however, that the aggregate principal balance of all Equipment Loans, together with all accrued and unpaid interest thereon, and all unpaid fees, costs and expenses payable hereunder in connection therewith, shall be due and payable in full upon the expiration of the Term, subject to acceleration upon the occurrence of following an Event of Default under this Agreement and (b) the date of termination or termination nonrenewal of this Agreement. Interest on the Equipment Loans shall be evidenced by one or more secured promissory notes (collectively, the “Equipment Note”) computed and paid in substantially the form attached hereto as Exhibit 2.3(b). The Equipment Loans may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any Equipment Loan (or any portion thereof) as a LIBOR Rate Loan or to convert any Equipment Loan (or any portion thereof) from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply accordance with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall applySection 3.1 hereof.