Common use of Loan Commitment Clause in Contracts

Loan Commitment. Subject to the terms and conditions hereof: (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, at any time prior to the Delayed Draw Term Loan Commitment Termination Date, Delayed Draw Term Loans to the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such date.

Loan Commitment. Subject to the terms and conditions hereof: (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrowers Company in an amount equal to such Lender’s 's Initial Term Loan Commitment; and; (ii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Delayed Draw Term Loan Commitment Termination Date, a Delayed Draw A-1 Term Loans Loan to the Borrowers Company in an aggregate amount equal to such Lender’s 's Delayed Draw A-1 Term Loan Commitment; and (iii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Delayed Draw Term Loan Commitment Termination Date, a Delayed Draw A-2 Term Loan to Company in an aggregate amount equal to such Lender's Delayed Draw A-2 Term Loan Commitment; and . Company may request make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s 's Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s 's Initial Term Loan Commitment on such datedate in an amount equal to such Lender's Pro Rata Share (calculated in accordance with clause (a)(i) of the definition thereof) of such funded Initial Term Loan. Each Lender’s 's Delayed Draw A-1 Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw A-1 Term Loan after the Closing Date in an amount equal to such Lender’s 's Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw A-1 Term Loan. Each Lender’s 's Delayed Draw A-1 Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the applicable Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s 's Delayed Draw A-1 Term Loan Commitment, if any, on such date. Each Lender's Delayed Draw A-2 Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw A-2 Term Loan after the Closing Date in an amount equal to such Lender's Pro Rata Share (calculated in accordance with clause (a)(iii) of the definition thereof) of such funded Delayed Draw A-2 Term Loan. Each Lender's Delayed Draw A-2 Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the applicable Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender's Delayed Draw A-2 Term Loan Commitment, if any, on such date. As of the Amendment No. 11 Effective Date (x) the outstanding principal amount of the Term Loan (after giving effect to the payment-in-kind of the Amendment No. 10 PIK Fee (as defined in Amendment No. 10)) is $90,780,000 and no right of offset, defense, counterclaim or objection exists in favor of any Loan Party as against Administrative Agent or any Lender with respect to the Obligations, and (y) there are no fees owing on or after the Amendment No. 11 Effective Date other than those expressly contemplated herein or in the Fee Letter.

Loan Commitment. Subject The original amount of the Swing Line Loan Commitment is $10,000,000; provided that any reduction of the Revolving Loan Commitments -------- made pursuant to subsection 2.4B(ii) or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the terms and conditions hereof: (i) each Lender severally agrees to makeamount of the Revolving Loan Commitments, as so reduced, without any further action on the Closing Datepart of Company, an Initial Term Administrative Agent or Swing Line Lender. The Swing Line Loan to Commitment shall expire on the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, at any time prior to the Delayed Draw Term Revolving Loan Commitment Termination Date, Delayed Draw Term Date and all Swing Line Loans to the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all other amounts owed hereunder with respect to the Term Loan Swing Line Loans shall be paid in full no later than that date; provided that the Term Loan Maturity Date. Each Lender’s Initial Term Swing Line Loan Commitment shall terminate -------- expire immediately and without further action on May 31, 1999 if the Closing Date after giving effect Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be permanently reduced immediately subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and without further action upon absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 11:00 A.M. (New York City time) on the funding first Business Day in advance of each Delayed Draw Term Loan the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender’s 's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note of Swing Line Lender. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans or (b) the Revolving Loan Commitments are terminated at a time when any Swing Line Loans are outstanding, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share (calculated calculated, in the case of the foregoing clause (b), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to further evidence such participation (and without prejudice to the effectiveness of the participation provisions set forth above), each Lender agrees to enter into a separate participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to the parties thereto. In the event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each -------- Lender are subject to the condition that (X) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, as the case may be, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with clause (a)(ii) of subsection 10.6 prior to or at the definition thereof) of time such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such dateRefunded Swing Line Loans or other unpaid Swing Line Loans were made.

Loan Commitment. Subject The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the terms and conditions hereof: First Amendment Effective Date requesting that the Incremental Term A-1 Loan Lenders make the Incremental Term A-1 Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than (i) five (5) U.S. Government Securities Business Days prior to the First Amendment Effective Date, that the Incremental Term A-1 Loan Lenders make the Incremental Term A-1 Loan as a Daily Simple SOFR Loan or (ii) three (3) U.S. Government Securities Business Days prior to the First Amendment Effective Date, that the Incremental Term A-1 Loan Lenders make the Incremental Term A-1 Loan as a Term SOFR Loan; provided further that, in the case of any Incremental Term A-1 Loan so requested to be made initially as a SOFR Loan, the Borrower expressly agrees that Section 5.9 of the Existing Credit Agreement shall apply to such borrowing and such requested SOFR Loan in all respects). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Incremental Term A-1 Loan Lender severally agrees to make, thereof. Not later than 1:00 p.m. on the Closing First Amendment Effective Date, an Initial each Incremental Term A-1 Loan Lender will make available to the Borrowers Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, an amount equal to such Lender’s Initial its Incremental Term A-1 Loan Commitment; and (ii) each Lender severally agrees . The Borrower hereby irrevocably authorizes the Administrative Agent to makedisburse the proceeds of the Incremental Term A-1 Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. Notwithstanding the foregoing, at any time prior to if the Delayed Draw total Incremental Term A-1 Loan Commitment Termination as of the First Amendment Effective Date is not drawn on the First Amendment Effective Date, Delayed Draw Term Loans to the Borrowers in an aggregate undrawn amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such dateautomatically cancelled.

Loan Commitment. Subject to the terms and conditions hereof: (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrowers Company in an amount equal to such Lender’s Initial Term Loan Commitment; and; (ii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Delayed Draw Term Loan Commitment Termination Date, a Delayed Draw A-1 Term Loans Loan to the Borrowers Company in an aggregate amount equal to such Lender’s Delayed Draw A-1 Term Loan Commitment; and (iii) each Lender severally agrees to make, after the Closing Date and at any time prior to the Delayed Draw Term Loan Commitment Termination Date, a Delayed Draw A-2 Term Loan to Company in an aggregate amount equal to such Lender’s Delayed Draw A-2 Term Loan Commitment. Company may request make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such datedate in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(i) of the definition thereof) of such funded Initial Term Loan. Each Lender’s Delayed Draw A-1 Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw A-1 Term Loan after the Closing Date in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw A-1 Term Loan. Each Lender’s Delayed Draw A-1 Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the applicable Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw A-1 Term Loan Commitment, if any, on such date. Each Lender’s Delayed Draw A-2 Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw A-2 Term Loan after the Closing Date in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(iii) of the definition thereof) of such funded Delayed Draw A-2 Term Loan. Each Lender’s Delayed Draw A-2 Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the applicable Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw A-2 Term Loan Commitment, if any, on such date.

Loan Commitment. (a) From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (A) make Loans to the Borrower and (B) participate in Facility LCs issued upon the request of the Borrower, provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, (i) such Lender's Outstanding Credit Exposure shall not exceed its Revolving Credit Commitment; (ii) the total Facility LCs outstanding shall not exceed the Aggregate Facility LC Commitment; (iii) the total Revolving Credit Loan outstanding shall not exceed the Aggregate Revolving Credit Commitment; and (iv) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and conditions hereof: (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, reborrow at any time prior to the Delayed Draw Term Loan Commitment Facility Termination Date. All Commitments shall expire on the Facility Termination Date. The Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (b) The Borrower may, Delayed Draw Term Loans at its option and subject to the Borrowers conditions described in this Section, increase the Aggregate Commitment one time by increasing the Aggregate Revolving Credit Commitment to an aggregate amount equal to the sum of the Aggregate Revolving Credit Commitment on the date immediately preceding the date on which the increase occurs plus Fifty Million and No/100 Dollars ($50,000,000), or such Lender’s Delayed Draw Term Loan Commitment; lesser amount as the Borrower may specify in the Commitment Increase Notice. Borrower may exercise its option to so increase the Aggregate Revolving Credit Commitment only if the following conditions are satisfied: (i) no Default or Unmatured Default exists hereunder, and Company may request only one borrowing under the Initial Term Loan Commitment which Borrower shall have delivered a certificate to Agent from an officer of Borrower stating that no Default or Unmatured Default exists; (ii) the representations and warranties of the Borrower contained in Article V shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) true and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect correct except to the Term Loan extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be paid have been true and correct on such earlier date; (iii) the Guarantors shall have consented to such increase in full no later than writing; and (iv) the Term Loan Maturity DateBorrower shall execute new Notes evidencing the increased Commitments of the Lenders, at the Lenders' request. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on Notwithstanding the Closing Date foregoing, after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of this Section, (i) the Term Loan Maturity Date Aggregate Commitment will not exceed $400,000,000, and (ii) the Delayed Draw Term Loan terms and conditions hereof shall remain substantially the same as on the Effective Date. Further, none of the Lenders are obligated to increase their Commitments to comply with this Section, and no Lender's Commitment Termination Date after giving effect to the funding of will be increased without written consent from such Lender’s Delayed Draw Term Loan Commitment, if any, on such date.

Loan Commitment. Subject From time to time on any Business Day occurring on or prior to the then existing Commitment Termination Date, each Lender severally agrees, subject to the terms and conditions hereof:of this Agreement (including Article VI), that (ia) in the case of the Fronting Bank, it will make loans (the "Loans") to the Borrower on any Disbursement Date or ASCO L/C Reimbursement Date, in either case, for a period not to exceed the Stated Maturity Date for such Loan in a principal amount equal to the aggregate amount of (x) Disbursements made under one or more Letters of Credit on such Disbursement Date and (y) the ASCO L/C Reimbursements made under one or more ASCO Letters of Credit on such ASCO L/C Reimbursement Date, in either case, in an aggregate amount not to exceed the Loan Commitment Amount; and (b) in the case of each Lender severally agrees (other than the Fronting Bank in such capacity), such Lender will participate in the Loans made by the Fronting Bank pursuant to makethis Agreement and, on the Closing Date, an Initial Term Loan if required pursuant to the Borrowers terms of this Agreement, such Lender will refinance and reimburse the Fronting Bank for the outstanding principal amount of Loans previously made by the Fronting Bank in an amount equal to such Lender’s Initial Term Loan Commitment; and its Percentage of the aggregate amount of all (iior, if elected by the Fronting Bank, less than all) each Lender severally agrees to make, at any time prior Loans then outstanding and owing to the Delayed Draw Term Fronting Bank (in its capacity as the Fronting Bank), and upon the receipt by the Fronting Bank of immediately available funds from a Lender in respect of the reimbursement or refinancing of a Loan Commitment Termination Date, Delayed Draw Term Loans previously made by and owing to the Borrowers in an aggregate Fronting Bank, the amount equal so received by the Fronting Bank will thereafter be a Loan to the Borrower owing to such Lender (and no longer owing to the Fronting Bank). No Lender’s Delayed Draw Term 's obligation to make any Loan Commitment; will be affected by any other Lender's failure to make any Loan. On the terms and Company subject to the conditions hereof, the Borrower may request only one borrowing under from time to time borrow Loans and continue or convert such Loans as Base Rate Loans or LIBO Rate Loans pursuant to the Initial Term terms hereof, but once a particular Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently is repaid or prepaid may by the Borrower, it cannot be reborrowed. Subject Notwithstanding anything contained herein to the contrary, so long as any Lender will be in default in its obligation to fund its pro rata share of any Loans (as notified to such Lender by the Administrative Agent, the Administrative Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or will have rejected its obligations under its Commitments, then such Lender will not be entitled to receive any payments of principal of or interest on its pro rata share of the Loans or its share of any commitment or other fees payable hereunder (including fees payable pursuant to Section 2.93.3) unless and until (i) the Loans of all the other Lenders and all interest thereon have been paid in full, all amounts owed hereunder (ii) such failure to fulfill its obligation to fund is cured or (iii) the Obligations under this Agreement will have been declared or will have become immediately due and payable, and for purposes of voting or consenting to matters with respect to the Term Loan shall Documents, such Lender will be deemed not to be a "Lender" hereunder and such Lender's Percentage will each be deemed to be zero (0) (with each other Lender's Percentage being increased proportionately for purposes of the definition of "Required Lenders" so that all such non-defaulting Lenders' Percentages will collectively equal 100%). No Commitment of any Lender will be increased or otherwise affected by any such failure or rejections by any other Lender. Any payments of principal of or interest on Obligations which would, but for this Section, be paid to any Lender, will be paid to the Lenders who will not be in full no later than default under their respective Commitments and who will not have rejected any Commitment, for application to the Term Obligations or cash collateral in respect of Letters of Credit in such manner and order (pro rata among such Lenders) as will be determined by the Administrative Agent. The parties hereto acknowledge and agree that a Lender's failure to make a Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action based on the Closing Date after giving effect Borrower's failure to satisfy one or more of the conditions precedent to the funding making of Loans set forth in Article VI will not be construed as such Lender being in default of its obligations to fund its pro rata share of Loans or a rejection of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such date's Commitments.

Loan Commitment. (A) From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (a) make Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, (i) such Lender's Outstanding Credit Exposure shall not exceed the sum of its Revolving Credit Commitment and its Facility LC Commitment; (ii) the total Facility LCs outstanding shall not exceed the Aggregate Facility LC Commitment; (iii) the total Revolving Credit Loan outstanding shall not exceed the Aggregate Revolving Credit Commitment; and (iv) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and conditions hereof: (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, reborrow at any time prior to the Delayed Draw Term Loan Commitment Facility Termination Date. All Commitments shall expire on the Facility Termination Date. The Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (B) The Borrower may, Delayed Draw Term Loans at its option and subject to the Borrowers conditions described in this Section, increase the Aggregate Commitment one time by increasing the Aggregate Revolving Credit Commitment to an aggregate amount equal to the sum of the Aggregate Revolving Credit Commitment on the date immediately preceding the date on which the increase occurs plus One Hundred Million Dollars ($100,000,000), or such Lender’s Delayed Draw Term Loan Commitment; lesser amount as the Borrower may specify in the Commitment Increase Notice. Borrower may exercise its option to so increase the Aggregate Revolving Credit Commitment only if the following conditions are satisfied: (i) no Default or Unmatured Default exists hereunder, and Company may request only one borrowing under the Initial Term Loan Commitment which Borrower shall have delivered a certificate to Agent from an officer of Borrower stating that no Default or Unmatured Default exists; (ii) the representations and warranties of the Borrower contained in Article V shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) true and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect correct except to the Term Loan extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be paid have been true and correct on such earlier date; (iii) the Guarantors shall have consented to such increase in full no later than writing; and (iv) the Term Loan Maturity DateBorrower shall execute new Notes evidencing the increased Commitments of the Lenders, at the Lenders' request. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on Notwithstanding the Closing Date foregoing, after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of this Section, (i) the Term Loan Maturity Date and Aggregate Commitment will not exceed $400,000,000, (ii) the Delayed Draw Term Loan Aggregate Revolving Credit Commitment Termination Date after giving effect will not exceed $300,000.000, and (iii) the terms and conditions hereof shall remain substantially the same as on the Effective Date. Further, none of the Lenders are obligated to the funding of increase their Commitments to comply with this Section, and no Lender's Commitment will be increased without written consent from such Lender’s Delayed Draw Term Loan Commitment, if any, on such date.

Loan Commitment. Subject (a) CCC hereby agrees to make the CCC Loan in an total amount of $1,500,000, upon and subject to the terms and conditions hereof: (i) each Lender severally agrees to make, on of the Closing Date, an Initial Term Loan to Convertible Promissory Note in the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, at any time prior to the Delayed Draw Term Loan Commitment Termination Date, Delayed Draw Term Loans to the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term form attached hereto as Exhibit C. The CCC Loan shall be paid funded by CCC in three equal installments of US $500,000 each. The first installment shall be funded within thirty (30) days of the date hereof, the second installment shall be funded on or before June 30, 1988, and the third installment shall be funded on or before September 30, 1998. To fund the installments of the CCC Loan, CCC shall remit the full no later than amount of the Term installment to BlowOut by wire transfer of same day funds to the account or accounts designated in writing to CCC by BlowOut. CCC's obligation to fund the second and third installments of the CCC Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action be subject to the absence of any Event of Default by BlowOut under the Convertible Promissory Note on the Closing Date after giving effect dates such installments are funded. In addition, CCC's obligation to fund the second and third installments of the CCC Loan shall be subject to the funding receipt by CCC of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment a written consent of Xxxx XxXxxx to the granting by BlowOut of the registration rights to CCC set forth in Section 6(c) hereof. (b) Concurrently with the execution of this Agreement, BlowOut shall determine the conversion price of said Convertible Promissory Note, which conversion price shall be permanently reduced immediately the bid price of shares of BlowOut common stock reported on the NASDAQ Small Cap Market at the close of trading on the trading day first preceding the date of the execution of this Agreement (or, if the BlowOut common stock shall not be quoted on the NASDAQ Small Cap Market at the time of determination, at the average of the bid and without further action ask prices of BlowOut common stock on the NASDAQ Bulletin Board at the close of trading on the trading day first preceding the date of the execution of this Agreement), and BlowOut shall date, execute and deliver said Convertible Promissory Note to CCC. (c) The parties agree that BlowOut shall grant to CCC substantially the same registration rights regarding the Common Stock issuable upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) conversion of the definition thereofConvertible Promissory Note as have been previously provided to CCC. The parties agree that promptly after executing and delivering this Agreement they will negotiate and execute a separate registration rights agreement that will set forth such registration rights. (d) Rentrak and BlowOut agree to take any and all steps that shall be necessary to enable CCC to exercise the right to convert under Section 6(a) above under the terms and conditions of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately this Agreement and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such dateConvertible Promissory Note.

Loan Commitment. Subject Immediately prior to the terms effectiveness of this Agreement, the outstanding principal balance of "Cdn. Revolving Loans" under the Original Credit Agreement is Cdn. $1,643,505.65. Such "Cdn. Revolving Loans" under the Original Credit Agreement shall be deemed to be, and conditions hereof: (i) each Lender severally agrees to makehereby are converted into, on the Restatement Closing Date, an Initial Term outstanding Cdn. Revolving Loans hereunder. Each Cdn. Revolving Lender with a Cdn. Revolving Loan Commitment hereunder shall make such payments among themselves and/or shall fund Cdn. Revolving Loans requested by Lower Lakes on the date hereof as are necessary to ensure that such converted Cdn. Revolving Loans and all Cdn. Revolving Loans requested by Lower Lakes on the Borrowers in an amount equal to such Lender’s Initial Term Restatement Closing Date are funded by the Cdn. Revolving Lenders holding Cdn. Revolving Loan Commitments hereunder pro rata based on their respective shares of the Cdn. Revolving Loan Commitment; and (ii) . The obligations of each Cdn. Revolving Lender severally agrees to make, at any time prior to hereunder shall be several and not joint. Until the Delayed Draw Term Loan Commitment Termination Date, Delayed Draw Term Loans Lower Lakes may from time to the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; time borrow, repay and Company may request only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed reborrow under this Section 2.1(a) and subsequently repaid or prepaid may 1.1(a); provided, that the Canadian Dollar amount of any Cdn. Revolving Credit Advance to be made at any time shall not be reborrowedexceed Cdn. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan Borrowing Availability at such time. Each Cdn. Revolving Credit Advance shall be paid made on notice by Lower Lakes to one of the representatives of Agent identified in full Schedule 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. (New York time) on the Term Loan Maturity DateBusiness Day of the proposed Cdn. Revolving Credit Advance. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on such notice (a "Cdn. Notice of Revolving Credit Advance") must be given in writing (by telecopy or overnight courier) substantially in the Closing Date after giving effect to the funding form of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such date.Exhibit 1.1

Loan Commitment. Subject (a) Each Lender with a Term Loan Commitment severally agrees to make a term loan or term loans (each a “Term Loan” and, collectively, the “Term Loans”) to the terms and conditions hereof: Borrower, which Term Loans (i) each Lender severally agrees shall be incurred pursuant to make, a single drawing on the Closing Initial Borrowing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) shall be denominated in U.S. Dollars and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that (A) except as otherwise specifically provided herein, all Term Loans comprising the same Borrowing shall at all times be of the same type and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this proviso shall no longer be applicable), prior to the 30th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid or prepaid, Term Loans may not be reborrowed. (b) Each RL Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Delayed Draw Term Loan Revolving Commitment Termination Date, Delayed Draw Term Loans a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Delayed Draw Term Loan Borrower in an amount equal to such RL Lender’s Pro Rata Share RL Percentage of the aggregate amount of the Borrowing of Revolving Loans requested by the Borrower at such time, which Revolving Loans (calculated i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that, except as otherwise specifically provided herein, all Revolving Loans comprising the same Borrowing shall at all times be of the same type, and (iii) may be repaid and reborrowed in accordance with clause the provisions hereof. (a)(iic) The Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as ABR Loans, (ii) shall be denominated in U.S. Dollars and (iii) may be repaid and reborrowed in accordance with the provisions hereof. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.1.9 or upon the exercise of any of the definition thereofremedies provided in Section 9.2 or 9.3), in which case one or more Borrowings of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 9.2 or 9.3) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such funded Delayed Draw Term Loanoutstanding Swingline Loans. Each LenderRL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s Delayed Draw Term Loan Commitment shall terminate immediately notice pursuant to each Mandatory Borrowing in the amount and without further action in the manner specified in the preceding sentence and on the earlier to occur of date specified in writing by the Swingline Lender notwithstanding (i) the Term Loan Maturity Date and amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the Delayed Draw Term date of such Mandatory Borrowing, and (v) the amount of the Revolving Loan Commitment Termination Date Amount at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding specified in Section 9.1.9 with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the funding Revolving Loan Commitments pursuant to Section 9.2 or 9.3), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Lender’s Delayed Draw Term Loan Commitmentdate and (y) at the time any purchase of participations pursuant to this sentence is actually made, if anythe purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, on such dateat the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as ABR Loans hereunder for each day thereafter.

Loan Commitment. Subject to the terms and conditions hereof: set forth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date, but subject to the reallocation and other transactions described in Section 9.15, any loans made to the Borrower under the Existing Facility prior to the Effective Date which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”) shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans (if any) shall be restated in their entirety and shall be evidenced by this Agreement. From and including the Effective Date and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make Loans to the Borrower and (ii) participate in Facility LCs issued upon the request of the Borrower, provided that, after giving effect to the making of each Lender severally agrees such Loan and the issuance of each such Facility LC (in each case determined after giving effect to make, any reductions or increases in Commitments scheduled to occur on the Closing Datedate on which each such Loan is to be made or such Facility LC is to be issued), an Initial Term Loan to the Borrowers in an amount equal to (A) such Lender’s Initial Term Outstanding Credit Exposure shall not exceed its Commitment, (B) the sum of the aggregate outstanding principal amount of the Loans plus the aggregate Dollar Amount of outstanding Financial LC Obligations shall not exceed the Aggregate Revolving Loan Commitment; and , (iiC) each Lender severally agrees the aggregate Dollar Amount of outstanding LC Obligations shall not exceed the Aggregate Facility LC Commitment and (D) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Subject to makethe terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Delayed Draw Term Loan Commitment Business Day prior to the Facility Termination Date, Delayed Draw Term Loans to . All Commitments of the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under the Initial Term Loan Commitment which Lenders shall be expire on the Closing Facility Termination Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed Issuers will issue Facility LCs hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately terms and without further action upon the funding of each Delayed Draw Term Loan conditions set forth in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such dateSection 2.19.

Loan Commitment. (a) Subject to the terms and conditions hereof:, the Bank agrees to make Loans to the Company from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed its Available Commitment. During the Commitment Period the Company may use the Commitment by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. (b) Any Excess Line Commitment of the Bank shall be a part of the Bank’s Available Commitment to the extent that the Company has given notice to the Bank on or prior to the first day of any month that the Company requests that the Bank make that portion of the Excess Line Commitment available, in increments of $500,000, to the Company during such month; provided, however, that at any time as there may exist any outstanding Loans under the Excess Line Commitment, the Company shall be deemed to have given notice requesting availability under the Excess Line Commitment. (c) The Loans may be, to the extent any such Type is available in accordance with Schedule I hereto, either (i) each Lender severally agrees LIBOR Loans, (ii) Prime Rate Loans, (iii) C/D Rate Loans (iv) Fed Funds Rate Loans, (v) Negotiated Rate Loans or (vi) a combination thereof, provided that no LIBOR Loan or C/D Rate Loan shall be made within the period commencing one month or 30 days, respectively, prior to makethe Commitment Termination Date but excluding such date. (d) The Loans made by the Bank shall be evidenced by a promissory note of the Company, on substantially in the form of Schedule II, with appropriate insertions, payable to the order of the Bank and representing the obligation of the Company to pay the aggregate unpaid principal amount of all Loans made by the Bank with interest thereon as prescribed in subsection 2.3. Each Note shall (i) be dated the Closing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees be stated to make, at any time prior to mature on the Delayed Draw Term Loan Commitment Termination Date, Delayed Draw Term Loans to Date and (iii) bear interest for the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under period from the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be date thereof until paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect unpaid principal amount thereof from time to time outstanding at the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately applicable interest rate per annum determined as provided in, and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately payable as specified in, subsections 2.3 and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such date2.

Loan Commitment. Subject to the terms and conditions hereof: (i) each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees to make, at any time prior to the Initial Delayed Draw Term Loan Commitment Termination Date, Initial Delayed Draw Term Loans to the Borrowers in an aggregate amount equal to such Lender’s Initial Delayed Draw Term Loan Commitment; (iii) each Lender severally agrees to make, on the Amendment No. 2 Effective Date, a 2021 Term Loan to the Borrowers in an amount equal to such Lender’s 2021 Term Loan Commitment; and and (iv) each Lender severally agrees to make, at any time prior to the 2021 Delayed Draw Term Loan Commitment Termination Date, 2021 Delayed Draw Term Loans to the Borrowers in an aggregate amount equal to such Lender’s 2021 Delayed Draw Term Loan Commitment. Company may request (x) only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date and (y) only one borrowing under the 2021 Term Loan Commitment which shall be on the Amendment No. 2 Effective Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan Loans shall be paid in full no later than the such Term Loan’s Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s 2021 Term Loan Commitment shall terminate immediately and without further action on the Amendment No. 2 Effective Date after giving effect to the funding of such Lender’s 2021 Term Loan Commitment on such date. Each Lender’s Initial Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each Initial Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Initial Delayed Draw Term Loan. Each Lender’s Initial Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Initial Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Initial Delayed Draw Term Loan Commitment, if any, on such date. Each Lender’s 2021 Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the funding of each 2021 Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(iv) of the definition thereof) of such funded 2021 Delayed Draw Term Loan. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Each Lender’s 2021 Delayed Draw Term Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the 2021 Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s 2021 Delayed Draw Term Loan Commitment, if any, on such date.

Loan Commitment. (a) Subject to the conditions and terms and conditions hereof: , each Tranche A Lender shall make a Loan to the Lessor at the request of the Lessee, from time to time during the Initial Lease Term on any Closing Date (i) each Lender severally agrees to makeincluding, without limitation, on the Initial Closing Date, an Initial Term Loan to the Borrowers ) in an a principal amount in immediately available funds equal to such Tranche A Lender’s Initial Term 's Applicable Loan CommitmentPercentage of the amount of the Advance being funded on such Closing Date; and (ii) each provided that no Tranche A Lender severally agrees shall be obligated to makemake any Tranche A Loan on a Closing Date if, at any time prior to the Delayed Draw Term Loan Commitment Termination Date, Delayed Draw Term Loans to the Borrowers in an aggregate amount equal after giving effect to such Lender’s Delayed Draw Term Loan Commitment; Tranche A Loan, the aggregate outstanding amount of the Equity Investment (including any Equity Investment to be made on such Closing Date) would be less than four percent (4%) of the sum of all Loans and Company may request only one borrowing under the Initial Term Loan Commitment which Equity Investment outstanding at such time. Notwithstanding any other provision hereof, no Tranche A Lender shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject obligated to Section 2.9make any Tranche A Loan if, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding proposed Tranche A Loan, the aggregate outstanding amount of the Tranche A Loans made by such Tranche A Lender would exceed such Tranche A Lender’s 's Loan Commitment. (b) Subject to the conditions and terms hereof, each Tranche B Lender shall make a Loan to the Lessor at the request of the Lessee, from time to time during the Initial Lease Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced any Closing Date (including, without limitation, on the Initial Closing Date) in a principal amount in immediately and without further action upon the funding of each Delayed Draw Term Loan in an amount available funds equal to such Tranche B Lender’s Pro Rata Share 's Applicable Loan Percentage of the amount of the Advance being funded on such Closing Date; provided that no Tranche B Lender shall be obligated to make any Tranche B Loan on a Closing Date if, after giving effect to such Tranche B Loan, the aggregate outstanding amount of the Equity Investment (calculated in accordance with clause including any Equity Investment to be made on such Closing Date) would be less than four percent (a)(ii4%) of the definition thereof) sum of all Loans and Equity Investment outstanding at such funded Delayed Draw Term Loantime. Each Lender’s Delayed Draw Term Notwithstanding any other provision hereof, no Tranche B Lender shall be obligated to make any Tranche B Loan Commitment shall terminate immediately and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date if, after giving effect to the funding proposed Tranche B Loan, the aggregate outstanding amount of the Tranche B Loans made by such Tranche B Lender would exceed such Tranche B Lender’s Delayed Draw Term 's Loan Commitment, if any, on such date.

Loan Commitment. (a) Subject to the terms and conditions hereof:, the Bank agrees to make Loans to the Company from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed its Commitment Amount. During the Commitment Period the Company may use the Commitment by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. (b) Any Excess Line Commitment of the Bank shall be a part of the Bank’s Commitment Amount to the extent that the Company has given notice to the Bank on or prior to the first day of any month that the Company requests that the Bank make that portion of the Excess Line Commitment available, in increments of $500,000, to the Company during such month; provided, however, that at any time as there may exist any outstanding Loans under the Excess Line Commitment, the Company shall be deemed to have given notice requesting availability under the Excess Line Commitment. (c) The Loans may be, to the extent any such Type is available in accordance with Schedule I hereto, either (i) each Lender severally agrees LIBOR Loans, (ii) Prime Rate Loans, (iii) C/D Rate Loans (iv) Fed Funds Rate Loans, (v) Negotiated Rate Loans or (vi) a combination thereof, provided that no LIBOR Loan or C/D Rate Loan shall be made within the period commencing one month or 30 days, respectively, prior to makethe Commitment Termination Date but excluding such date. (d) The Loans made by the Bank shall be evidenced by a promissory note of the Company, on substantially in the form of Schedule II, with appropriate insertions, payable to the order of the Bank and representing the obligation of the Company to pay the aggregate unpaid principal amount of all Loans made by the Bank with interest thereon as prescribed in subsection 2.3. Each Note shall (i) be dated the Closing Date, an Initial Term Loan to the Borrowers in an amount equal to such Lender’s Initial Term Loan Commitment; and (ii) each Lender severally agrees be stated to make, at any time prior to mature on the Delayed Draw Term Loan Commitment Termination Date, Delayed Draw Term Loans to Date and (iii) bear interest for the Borrowers in an aggregate amount equal to such Lender’s Delayed Draw Term Loan Commitment; and Company may request only one borrowing under period from the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.9, all amounts owed hereunder with respect to the Term Loan shall be date thereof until paid in full no later than the Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect unpaid principal amount thereof from time to time outstanding at the funding of such Lender’s Initial Term Loan Commitment on such date. Each Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately applicable interest rate per annum determined as provided in, and without further action upon the funding of each Delayed Draw Term Loan in an amount equal to such Lender’s Pro Rata Share (calculated in accordance with clause (a)(ii) of the definition thereof) of such funded Delayed Draw Term Loan. Each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately payable as specified in, subsections 2.3 and without further action on the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Delayed Draw Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Delayed Draw Term Loan Commitment, if any, on such date2.