Common use of Interest Rates; Payment of Principal and Interest Clause in Contracts

Interest Rates; Payment of Principal and Interest. (a) The Borrowers shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Agent’s Account, not later than 1:00 p.m. (Pacific Time) on the date of payment, for the account of the Lender Group. The Borrowers hereby authorize Agent, if not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, to obtain quarterly payments in respect of such interest provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documents), to the Borrowers’ Loan Account as a Loan, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.5, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or converted, to but excluding the date of conversion or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus 1.25 percentage points or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by Agent. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, on each Interest Payment Date applicable to such Loan and on the Maturity Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.5, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 percentage points and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers may not have more than ten (10) LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable, in full, on the Maturity Date. (f) On the Maturity Date, the Borrowers shall provide to Agent Letter of Credit Collateralization.

Interest Rates; Payment of Principal and Interest. (a) The Borrowers Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Agent’s AccountAccount in Los Angeles, California, not later than 1:00 p.m. (noon Pacific Time) , on the date of payment. In lieu thereof, for Borrower hereby authorizes Agent to, and Agent shall, charge such interest, the account Letter of the Lender Group. The Borrowers hereby authorize AgentCredit Fee, if not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, to obtain quarterly payments in respect of such interest and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder accrued or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documentsincurred), to the Borrowers’ Borrower’s Loan Account as a LoanAccount, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers Borrower will not make such payment in full as and when required, Agent may assume that the Borrowers have Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv2.3(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the all principal amounts then due and owing payable (other than as a result of an acceleration thereof) on the Revolving Loans, until paid in full (and, if any Revolving Loans are converted into a term loan pursuant to Section 2.3(e) of this Agreement, to pay the outstanding principal balance of all Loans such term loan (in the inverse order of the maturity of the installments due thereunder) until such term loan is paid in full), (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to AgentRevolving Loans, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed Obligations owing to Defaulting Lenders) (including all amounts then due and payable in respect of the Bank Product Obligations, with any balance to be held by Lender as cash collateral to be applied to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to Lender as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Lender in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, Lenders until paid in full, and (H) eighth, to the Borrowers Borrower (to be wired to the Distribution Designated Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii2.3(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, any LIBOR Prepayment Fee, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 2.3 shall control and govern. (b) Subject to Section 2.52.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or convertedconverted to a Base Rate Loan, to but excluding the date of conversion to a LIBOR Rate Loan or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus 1.25 percentage points Rate, or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by Agent. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date applicable thereafter up to such Loan and including the Interest Payment Date immediately preceding the Final Payment Date, and on the Maturity Final Payment Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.52.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, convertedconverted to a LIBOR Rate Loan, or continuedcontinued as a LIBOR Rate Loan for a new Interest Period, to but excluding the date of conversion to a Base Rate Loan or repayment thereof, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 percentage points points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers Borrower may not have more than ten (10) 10 LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable, payable in full, on the Maturity Dateaccordance with clause (e) below. (fe) On the Maturity Final Revolving Commitment Termination Date, the Borrowers outstanding principal balance of all Revolving Loans shall provide be deemed converted into a single term loan, which shall be repayable in 12 quarterly principal installments commencing on July 1, 2016 and continuing on the first day of each fiscal quarter of Borrower thereafter, (i) the first six of which shall be in an amount equal to Agent Letter the 3.75 percent times the outstanding principal balance of Credit Collateralizationsuch term loan as of the date of conversion and (ii) the second six of which shall be in an amount equal to the 5.00 percent times the outstanding principal balance of such term loan as of the date of conversion, with all unpaid amounts due and payable on the Final Payment Date.

Interest Rates; Payment of Principal and Interest. (a) The Borrowers Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to AgentLender’s Accountaccount maintained with Lender in Los Angeles, California, not later than 1:00 p.m. (noon Pacific Time) , on the date of payment. In lieu thereof, for Borrower hereby authorizes Lender to, and Lender shall, charge such interest, the account Letter of the Lender Group. The Borrowers hereby authorize AgentCredit Fee, if not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, to obtain quarterly payments in respect of such interest and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder accrued or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documentsincurred), to the Borrowers’ Borrower’s Loan Account as a LoanAccount, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.52.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or converted, to but excluding the date of conversion or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus 1.25 percentage points Rate, or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by AgentLender. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date applicable thereafter up to such Loan and including the Interest Payment Date immediately preceding the Final Payment Date, and on the Maturity Final Payment Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.52.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 percentage points points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers Borrower may not have more than ten (10) 10 LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payable, payable in full, on the Maturity Dateaccordance with clause (e) below. (fe) On the Maturity Final Revolving Commitment Termination Date, the Borrowers outstanding principal balance of all Revolving Loans shall provide be deemed converted into a single term loan, which shall be repayable in 16 quarterly principal installments commencing on November 1, 2013 and continuing on the first day of each fiscal quarter of Borrower thereafter, (i) the first eight of which shall be in an amount equal to Agent Letter the 3.75 percent times the outstanding principal balance of Credit Collateralizationsuch term loan as of the date of conversion and (ii) the second eight of which shall be in an amount equal to the 5.00 percent times the outstanding principal balance of such term loan as of the date of conversion, with all unpaid amounts due and payable on the Final Payment Date.

Interest Rates; Payment of Principal and Interest. (a) The Borrowers Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Agent’s AccountAccount in Los Angeles, California, not later than 1:00 p.m. (noon Pacific Time) , on the date of payment. In lieu thereof, for Borrower hereby authorizes Agent to, and Agent shall, charge such interest, the account Letter of the Lender Group. The Borrowers hereby authorize AgentCredit Fee, if not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, to obtain quarterly payments in respect of such interest and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder accrued or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documentsincurred), to the Borrowers’ Borrower’s Loan Account as a LoanAccount, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers Borrower will not make such payment in full as and when required, Agent may assume that the Borrowers have Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv2.3(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, ratably to pay the all principal amounts then due and owing principal balance payable (other than as a result of all Loans an acceleration thereof) on the Revolving Loans, until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to AgentLoans, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed Obligations owing to Defaulting Lenders) (including all amounts then due and payable in respect of the Bank Product Obligations, with any balance to be held by Lender as cash collateral to be applied to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to Lender as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Lender in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, Lenders until paid in full, and (H) eighth, to the Borrowers Borrower (to be wired to the Distribution Designated Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii2.3(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, any LIBOR Prepayment Fee, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 2.3 shall control and govern. (b) Subject to Section 2.52.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or convertedconverted to a Base Rate Loan, to but excluding the date of conversion to a LIBOR Rate Loan or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus 1.25 percentage points Rate, or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by Agent. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date applicable thereafter up to such Loan and including the Interest Payment Date immediately preceding the Final Payment Date, and on the Maturity Final Payment Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.52.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, convertedconverted to a LIBOR Rate Loan, or continuedcontinued as a LIBOR Rate Loan for a new Interest Period, to but excluding the date of conversion to a Base Rate Loan or repayment thereof, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 percentage points points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers Borrower may not have more than ten (10) 10 LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Revolving Loans, together with accrued and unpaid interest thereon, shall be due and payable, payable in full, on the Maturity Dateaccordance with clause (e) below. (f) On the Maturity Date, the Borrowers shall provide to Agent Letter of Credit Collateralization.

Interest Rates; Payment of Principal and Interest. (a) The Borrowers Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to Agent’s AccountAccount in Los Angeles, California, not later than 1:00 p.m. (noon Pacific Time) , on the date of payment. In lieu thereof, for Borrower hereby authorizes Agent to, and Agent shall, charge such interest, the account Letter of the Lender Group. The Borrowers hereby authorize AgentCredit Fee, if not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, to obtain quarterly payments in respect of such interest and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder accrued or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documentsincurred), to the Borrowers’ Borrower’s Loan Account as a LoanAccount, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers Borrower will not make such payment in full as and when required, Agent may assume that the Borrowers have Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv2.3(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) on the Revolving Loans, until paid in full (and, if any Revolving Loans are converted into a term loanConverted Term Loan pursuant to Section 2.3(e) of this Agreement, to pay the then due and owing outstanding principal balance of all Loans such term loanConverted Term Loan (in the inverse order of the maturity of the installments due thereunder) until such term loanConverted Term Loan is paid in full), (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to AgentRevolving Loans, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed Obligations owing to Defaulting Lenders) (including all amounts then due and payable in respect of the Bank Product Obligations, with any balance to be held by Lender as cash collateral to be applied to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to Lender as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Lender in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, Lenders until paid in full, and (H) eighth, to the Borrowers Borrower (to be wired to the Distribution Designated Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii2.3(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, any LIBOR Prepayment Fee, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 2.3 shall control and govern. (b) Subject to Section 2.52.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or convertedconverted to a Base Rate Loan, to but excluding the date of conversion to a LIBOR Rate Loan or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus 1.25 percentage points Rate, or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by Agent. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date applicable thereafter up to such Loan and including the Interest Payment Date immediately preceding the Final Payment Date, and on the Maturity Final Payment Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.52.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, convertedconverted to a LIBOR Rate Loan, or continuedcontinued as a LIBOR Rate Loan for a new Interest Period, to but excluding the date of conversion to a Base Rate Loan or repayment thereof, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 percentage points points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers Borrower may not have more than ten (10) 10 LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Revolving Loans, together with accrued and unpaid interest thereon, shall be due and payable, payable in full, on the Maturity Dateaccordance with clause (e) below. (fe) On the Maturity Final Revolving Commitment Termination Date, the Borrowers outstanding principal balance of alleach Revolving LoansLoan shall provide automatically be deemed converted into a single term loan (each, a “Converted Term Loan”), which shall be repayable in 12 quarterly principal installments commencing on JulyJanuary 1, 20192021 and continuing on the first dayBusiness Day of each fiscal quarter of Borrower thereafter, (i) the first six of which shall be in an amount equal to Agent Letter the 3.75 percent times the outstanding principal balance of Credit Collateralizationsuch term loanConverted Term Loan as of the date of conversion and (ii) the second six of which shall be in an amount equal to the 5.00 percent times the outstanding principal balance of such term loanConverted Term Loan as of the date of conversion, with all unpaid amounts due and payable on the Final Payment Date.

Interest Rates; Payment of Principal and Interest. (a) The Borrowers Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to AgentLender’s Accountaccount maintained with Lender in Los Angeles, California, not later than 1:00 p.m. (noon Pacific Time) , on the date of payment. In lieu thereof, for the account of the Borrower hereby authorizes Lender Group. The Borrowers hereby authorize Agentto, if not paid to Agent in immediately available funds within two (2) Business Days of the date when and Lender shall, charge such payment was dueinterest, to obtain quarterly payments in respect of such interest and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder accrued or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documentsincurred), to the Borrowers’ Borrower’s Loan Account as a LoanAccount, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.52.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or converted, to but excluding the date of conversion or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus 1.25 percentage points the Base Rate Margin, or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by AgentLender. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date applicable thereafter up to such Loan and including the Interest Payment Date immediately preceding the Final Termination Date, and on the Maturity Final Termination Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.52.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 percentage points the LIBOR Rate Margin, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Final Termination Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers Borrower may not have more than ten (10) 10 LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payablepayable in accordance with Section 2.3(f) below. (e) In the event that the information contained in any financial statement or Compliance Certificate delivered pursuant to Section 5.2(c) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Base Rate Margin or LIBOR Rate Margin, as applicable, for any period (an “Applicable Period”) than the Base Rate Margin or LIBOR Rate Margin, as applicable, actually applied for such Applicable Period, then (i) Borrower shall immediately deliver to Lender a correct Compliance Certificate for such Applicable Period, and (ii) upon the Lender’s election, Borrower shall immediately deliver to Lender full payment in full, respect of the accrued additional interest on the Maturity DateLoans as a result of such increased Base Rate Margin or LIBOR Rate Margin, as applicable, for such Applicable Period (it being understood that so long as the adjusted payment is promptly paid upon such election there shall be no imposition of any default rate of interest and no Event of Default arising solely from such miscalculation). (f) On So long as no Event of Default or Unmatured Event of Default has occurred and is continuing and Borrower has delivered to Lender an Extension Notice not less than 30 days prior to the Maturity Initial Termination Date, Borrower shall have the option to extend the Initial Termination Date to the Extended Termination Date. In the event that Borrower elects to extend the Initial Termination Date to the Extended Termination Date, then (i) on the Initial Termination Date, the Borrowers Revolving Credit Facility Commitment shall provide reduce to Agent Letter an amount (such amount, the “Extended Revolving Facility Commitment”) equal to the lesser of (x) $7,500,000, and (y) the amount set forth in the Extension Notice, and (ii) the outstanding principal balance of all Loans in excess of the Extended Revolving Facility Commitment shall be deemed converted into a single term loan, which shall be repayable in 16 equal quarterly principal installments, each in an amount equal to 1/16th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Extended Termination Date. In the event that the Initial Termination Date is not extended, then on the Initial Termination Date (A) the Revolving Credit CollateralizationFacility Commitment shall reduce to $0 and (B) the outstanding principal balance of all Loans shall be deemed converted into a single term loan, which shall be repayable in 16 equal quarterly principal installments, each in an amount equal to 1/16th of the outstanding principal balance of such term loan as of the date of conversion, on the first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Extended Termination Date.

Interest Rates; Payment of Principal and Interest. (a) The Borrowers Borrower shall make each payment due hereunder by making, or causing to be made, the amount thereof available to AgentLender’s Accountaccount maintained with Lender in Los Angeles, California, not later than 1:00 p.m. (noon Pacific Time) , on the date of payment. In lieu thereof, for Borrower hereby authorizes Lender to, and Lender shall, charge such interest, the account Letter of the Lender Group. The Borrowers hereby authorize AgentCredit Fee, if not paid to Agent in immediately available funds within two (2) Business Days of the date when such payment was due, to obtain quarterly payments in respect of such interest and all other fees and expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder accrued or under the other Loan Documents) by debiting the Distribution Account in an amount equal to the amount thereof. If the Borrowers fail to make any such payment when due, each Borrower hereby authorizes and directs Agent to charge such interest, Letters of Credit Fees, and all other fees, expenses, and other Lender Group Expenses provided for in this Agreement or the other Loan Documents (as and when payable hereunder or under the other Loan Documentsincurred), to the Borrowers’ Borrower’s Loan Account as a LoanAccount, and if such amounts are charged to the Borrowers’ Loan Account as a Loan, such which amounts thereafter shall accrue interest at the rate then applicable to Base Rate Loans hereunder. (i) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, Agent may assume that the Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (ii) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (in accordance with their respective Pro Rata Shares) and applied thereto and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders in accordance with their respective Pro Rata Shares. Subject to Section 2.4(a)(iv) below, all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (A) first, to pay any fees and Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any fees and Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, ratably to pay interest due in respect of the Loans until paid in full, (D) fourth, so long as no Event of Default has occurred and is continuing, to pay the then due and owing principal balance of all Loans until paid in full, (E) fifth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Loans until paid in full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 103% of the Letter of Credit Usage until paid in full, (F) sixth, to pay any other Obligations (other than those owed to Defaulting Lenders), until paid in full, (G) seventh, to pay any Obligations owed to Defaulting Lenders, until paid in full, and (H) eighth, to the Borrowers (to be wired to the Distribution Account) or such other Person entitled thereto under applicable law. (iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instance, so long as no Event of Default has occurred and is continuing, Section 2.4(a)(ii) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower in a written notice to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. (b) Subject to Section 2.52.4, each Base Rate Loan shall bear interest upon the unpaid principal balance thereof, from and including the date advanced or converted, to but excluding the date of conversion or repayment thereof, at a fluctuating rate, per annum, equal to the lesser of (i) the Base Rate plus minus 1.25 percentage points points, or (ii) the Highest Lawful Rate. Any change in the interest rate resulting from a change in the Base Rate will become effective on the day on which each change in the Base Rate is announced by AgentLender. Interest due with respect to Base Rate Loans shall be due and payable, in arrears, commencing on the first Interest Payment Date following the Closing Date, and continuing on each Interest Payment Date applicable thereafter up to such Loan and including the Interest Payment Date immediately preceding the Final Payment Date, and on the Maturity Final Payment Date; provided, that with respect to any prepayment required pursuant to Section 2.9 hereof, the interest due with respect to the amount to be prepaid in accordance therewith and on the date required thereby, shall be calculated as the ratable portion of the accrued interest on the amount required to be so prepaid and that such accrued interest shall be calculated as if on or with respect to the Loan most recently advanced prior to the date of such prepayment. (c) Subject to Section 2.52.4, each LIBOR Rate Loan shall bear interest upon the unpaid principal balance thereof, from the date advanced, converted, or continued, at a rate, per annum, equal to the lesser of (i) the LIBOR Rate plus 2.25 1.25 percentage points points, and (ii) the Highest Lawful Rate. Interest due with respect to each LIBOR Rate Loan shall be due and payable, in arrears, on each Interest Payment Date applicable to that LIBOR Rate Loan and on the Maturity Final Payment Date. Anything to the contrary contained in this Agreement notwithstanding, the Borrowers Borrower may not have more than ten (10) 10 LIBOR Rate Loans outstanding at any one time. (d) The Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit Fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.15(c)) which shall accrue at a rate equal to 2.25% per annum times the Daily Balance of the Letter of Credit Usage (the “Letter of Credit Fee”), and which shall be payable quarterly in arrears commencing on October 1, 2019 and continuing on the first day of each fiscal quarter thereafter. (e) Unless prepaid in accordance with the terms hereof, the outstanding principal balance of all Loans, together with accrued and unpaid interest thereon, shall be due and payablepayable in accordance with clause (e) below. (e) On the Revolving Commitment Termination Date, Lender shall have the option to elect to either (i) extend the Revolving Commitment Termination Date by one year, in fullwhich case the Revolving Commitment Termination Date shall be one year later than the previously existing Revolving Commitment Termination Date so long as Borrower has provided its written consent to such extension, or (ii) terminate the Revolving Facility Credit Commitment and convert the outstanding principal balance of all Loans into a single term loan, which shall be repayable in 12 equal quarterly principal installments, each in an amount equal to 1/12th of the outstanding principal balance of such term loan as of the date of conversion, on the Maturity first day of each fiscal quarter of Borrower thereafter, with all unpaid amounts due and payable on the Final Payment Date. If Lender fails to notify Borrower within thirty (30) days prior to the Revolving Commitment Termination Date that it has elected to extend the Revolving Commitment Termination Date by one year, Lender shall be deemed to have elected to terminate all Revolving Facility Credit Commitments and to convert the Loans into a term loan pursuant to subclause (ii) above if this clause (e). (f) On the Maturity Date, the Borrowers shall provide to Agent Letter of Credit Collateralization.