Common use of Loans Clause in Contracts

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Lender hereby severally agrees to provide make loans under the Revolving Line of Credit to Borrower, on a revolving basis the Borrower from time to time on any Business Day during the period commencing on from the Closing Date and continuing through to the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal Maturity Date in an aggregate amount outstanding not to exceed at any time will outstanding the amount of such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Line of Credit Loans shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter Line of Credit Liabilities. If at any time Commitment Amount, (ii) the outstanding aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed an amount equal such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Credit Commitment, minus the Letter Line of Credit LiabilitiesLoans may be Base Rate Loans or Eurodollar Rate Loans, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. as further provided herein. (b) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one on a single Business Day prior notice during the period from the Closing Date to and including November 16, 2004 in an aggregate amount not to exceed such Lender’s Pro Rata Share of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateTerm Commitment Amount; provided that, specifying after giving effect to any Borrowing, (1i) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum Outstanding Amount of all outstanding Revolving Credit Term Commitment Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount of any partial reductionTerm Commitment Amount, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event the aggregate Outstanding Amount of Default specified in Section 9.01(e)all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Term Commitment Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Term Commitment Amount. Subject to the other terms and conditions hereof, the Revolving Credit Borrower may borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this Section 2.01(b). Term Commitment and the commitment to issueLoans may be Base Rate Loans or Eurodollar Rate Loans, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderas further provided herein.

Loans. (a) Subject to U.S. Dollar Committed Loans. Each Lender with a U.S. Dollar Commitment severally agrees, on the terms and conditions set forth herein, to make loans (each a “U.S. Dollar Committed Loan”) in this Loan Agreement and Dollars to the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis Company from time to time on any Business Day during the period commencing on the Closing Date and continuing through the Termination Date, Availability Period in an aggregate amount not to exceed such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender’s U.S. Dollar Commitment at such time; provided, however, that after giving effect to any Committed Borrowing under this Section 2.01(a), (i) the total principal amount outstanding at any time will Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations shall not exceed $25,000,000.00 the Aggregate Commitments, (ii) the “Revolving Credit aggregate Outstanding Amount of Committed Loans, Swing Line Loans and L/C Obligations under the U.S. Dollar Tranche shall not exceed the Applicable Sublimit and (iii) the aggregate Outstanding Amount of the U.S. Dollar Committed Loans of any Lender, plus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all U.S. Dollar L/C Obligations, plus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s U.S. Dollar Commitment”) minus . Within the Letter limits of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal each Lender’s U.S. Dollar Commitment, and subject to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the other terms and conditions hereof, Borrower the Borrowers may borrowborrow under this Section 2.01(a), repay prepay under Section 2.06, and reborrow hereunderunder this Section 2.01(a). All Revolving Credit U.S. Dollar Committed Loans will may be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Base Rate Loans or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Eurocurrency Rate Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Dateas further provided herein. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject Each Bank severally agrees, on the terms and subject to the conditions set forth in this Agreement, to make Revolving Loans to any Borrower from time to time, on any Business Day during the period from the Closing Date to the Maturity Date, in an aggregate amount for all Borrowers not to exceed at any time outstanding an amount equal to (i) such Bank's Commitment less (ii) such Bank's Percentage Share of an amount equal to sum of the Letter of Credit Obligations plus the Swingline Loans outstanding at such time; provided, that, after giving effect to any requested Borrowing on such date and any issuance of Letters of Credit on such date, (A) the Aggregate Exposure shall not exceed the Total Commitment on such date, (B) Borrowing Base Exposure shall not exceed the Net Borrowing Base on such date, and (C) the aggregate principal amount of all Loans outstanding on such date shall not exceed the Loan Limit. Within the foregoing limits, the Borrowers may borrow Revolving Loans under this Section 2.1(a), prepay Revolving Loans pursuant to Section 2.5 and reborrow Revolving Loans pursuant to this Section 2.1(a). (b) On the terms and conditions set forth in this Loan Agreement, the Swingline Bank may, in its sole discretion on any Business Day during the period from the date of this Agreement and until the other Loan DocumentsMaturity Date, Lender hereby agrees make Swingline Loans to provide to Borrower, on a revolving basis the Company from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)in an aggregate principal amount not to exceed $2,000,000 outstanding at any time; provided, howeverthat, after giving effect to any requested Borrowing on such date and any issuance of Letters of Credit on such date, (A) the total principal amount outstanding at any time will Aggregate Exposure shall not exceed $25,000,000.00 the Total Commitment on such date, (B) Borrowing Base Exposure shall not exceed the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit CommitmentNet Borrowing Base on such date, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1C) the aggregate principal amount of all Loans outstanding on such requested Advance, date shall not exceed the Loan Limit; and provided further than no Swingline Loan shall be made by the Swingline Bank if the Swingline Bank (2x) has received a Swingline Restriction Notice and has not received a Termination of Swingline Restriction Notice canceling such Swingline Restriction Notice or (y) has actual knowledge that the requested statements set forth in Section 7.2(b) and (c) are not true on the date of such AdvanceSwingline Loan, (3) it being agreed by the purpose Company that any request for a Swingline Loan by the Company and the acceptance by the Company of the proceeds of such Advance, with each Advance to be requested in Swingline Loan shall constitute a form satisfactory to Lender, representation and (4) if warranty by the Company that on the date of such Advance will be a Eurodollar BorrowingSwingline Loan such statements are true. Within the foregoing limits, the Interest Period applicable Company may borrow Swingline Loans under this Section 2.1(b), prepay Swingline Loans pursuant to such BorrowingSection 2.5 and reborrow Swingline Loans pursuant to this Section 2.1(b). (bc) The unpaid principal Borrowers and the Banks agree that in the event any Swingline Loan is not repaid on the date due to the Swingline Bank, the Swingline Bank shall so notify the Agent and the Agent shall promptly notify each of the Banks, and thereupon each Bank shall pay to the Agent for the account of the Swingline Bank its Percentage Share of such Swingline Loan, it being agreed that such Bank's obligation to pay its share of such Swingline Loan shall be irrevocable notwithstanding the fact that such Swingline Loan matures and becomes due and payable after the termination of the Commitments, acceleration of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reductionotherwise, and such termination whether or reduction of not the Revolving Credit Commitment shall be effective on the date specified conditions precedent in Borrower’s notice. Section 7.2 have been satisfied (ii) Upon a "Mandatory Funding"). Unless an Event of Default specified in exists pursuant to Section 9.01(e10.1(f) or (g), each such payment by a Bank as part of a Mandatory Funding shall be deemed to be a Base Rate Loan made to the Company pursuant to such Bank's Commitment as part of a Revolving Credit Commitment Borrowing of Base Rate Loans to the Company, and the commitment Company hereby irrevocably instructs the Swingline Bank to issueapply the proceeds of such Mandatory Funding to the payment of the outstanding Swingline Loans. If an Event of Default does exist pursuant to Section 10.1(f) or (g) at the time of any Mandatory Funding, amend, extend, or renew Letters each payment by a Bank as part of Credit such Mandatory Funding shall automatically terminate without be deemed to be such Bank's purchase of a participation interest in the outstanding Swingline Loans. The Agent shall give each Bank notice or other action of such Mandatory Funding by Lender11:00 a.m. on the date the Mandatory Funding is to be made. Each Bank shall make its portion of the Mandatory Funding available to the Agent for the account of the Swingline Bank in immediately available funds by 1:00 p.m. on the date requested.

Loans. (a) Subject to and upon the terms and conditions set forth in this Loan Agreement contained herein: (i) each Lender severally (and the other Loan Documents, Lender hereby not jointly) agrees to provide make its Pro Rata Share of Revolving Loans to Borrower, on a revolving basis Borrowers from time to time during in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers), provided, that, after giving effect to any such Revolving Loan, the period commencing principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the lesser of (A) the Borrowing Base at such time or (B) the Maximum Credit at such time; and (ii) the Swing Line Lender agrees that it will make loans (“Swing Line Loans”) to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the Closing Date aggregate amount outstanding equal to the Swing Line Loan Limit, provided, that, after giving effect to any such Swing Line Loan the aggregate principal amount of the Revolving Loans, Swing Line Loans and continuing through Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the Termination Datelesser of (A) the Borrowing Base at such time, or (B) the Maximum Credit at such time. (b) On the terms and subject to the conditions hereof, each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the aggregate outstanding principal amount of all Revolving Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed such Lender’s Commitment. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit. Each Swing Line Loan shall be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders constituting Revolving Loans, except that all payments thereon shall be payable to the Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.11 hereof. (c) Upon the making of a Swing Line Loan or any Revolving Loan by Agent as provided in Section 6.11, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan or Revolving Loan. To the extent that there is no settlement in accordance with Section 6.11 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any Swing Line Loan, Special Agent Advance or Revolving Loan, Agent shall promptly distribute to such Lender, such amounts as Borrower may request hereunder Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan, Special Agent Advance or Revolving Loan. (d) The aggregate amount of the “Revolving Credit Loans”); provided, however, the total principal amount Swing Line Loans and the Letter of Credit Obligations outstanding at any time will shall not exceed $25,000,000.00 the least of (i) the Maximum Credit, (ii) except in Agent’s discretion pursuant to Section 12.8, the Borrowing Base or (iii) the amount that constitutes “Permitted Debt” under clause (i) of the definition of that term in the Senior Notes Indenture as in effect on the date hereof. (e) In the event that (i) the aggregate amount of the Revolving Credit Commitment”) minus Loans, the Swing Line Loans and the Letter of Credit Liabilities. If Obligations outstanding at any time exceed the outstanding Revolving Credit Loans exceed an Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount equal to of the Revolving Credit CommitmentLoans, minus the Swing Line Loans and Letter of Credit LiabilitiesObligations outstanding exceed the Borrowing Base, Borrower such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded. (f) Any Borrower (or Administrative Borrower on behalf of such Borrower) may request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to Agent not later than 12:00 p.m. on the Business Day of the requested borrowing in the case of Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of Eurodollar Rate Loans. Each such request for borrowing shall be irrevocable, and shall specify (i) that a Revolving Loan is requested, (ii) the date of the requested borrowing (which shall be a Business Day), (iii) the aggregate principal amount to be borrowed, (iv) whether the borrowing shall be comprised of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, and if Eurodollar Rate Loans are requested, the Interest Period(s) therefor. If such Borrower shall fail to specify in any such notice of borrowing (A) an applicable Interest Period in the case of a Eurodollar Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (B) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a Base Rate Loan hereunder. Agent shall give notice to each Lender promptly after receipt of such excess amountnotice by the Agent, plus all accrued but unpaid interest thereonof each notice of borrowing, the contents thereof and each such Lender’s share thereof. (g) Each Borrower (or Administrative Borrower on behalf of such Borrower) may from time to time request Eurodollar Rate Loans or may request that Base Rate Loans be converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans continue for an additional Interest Period. Such request from a Borrower (or Administrative Borrower on behalf of such Borrower) shall specify the amount of the Eurodollar Rate Loans or the amount of the Base Rate Loans to be converted to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Eurodollar Rate Loans (and if it does not specify such Interest Period shall be deemed to be a one (1) month period). Subject to the terms and conditions hereofcontained herein, three (3) Business Days after receipt by Agent of such a request from a Borrower (or Administrative Borrower on behalf of such Borrower), which may borrowbe telephonic (and followed by a confirmation in writing if requested by Agent) such Eurodollar Rate Loans shall be made or Base Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall continue, repay as the case may be; provided, that, (i) no Default or Event of Default shall exist or have occurred and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require continuing, (ii) no Borrower to give Lender not less than one Business Day prior or Administrative Borrower shall have sent any notice of each requested Advance bearing interest termination of this Agreement, (iii) such Borrower (or Administrative Borrower on behalf of such Borrower) shall have complied with such customary procedures as are established by Agent and specified by Agent to Administrative Borrower from time to time for requests by Borrowers for Eurodollar Rate Loans, (iv) no more than ten (10) Interest Periods may be in effect at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rateany one time, specifying (1v) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to Eurodollar Rate Loans must be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon an amount not less than three Business Days’ prior written $1,000,000 or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to thereof, and (vi) Agent and each Lender shall designate have determined that the Interest Period or Adjusted Eurodollar Rate is available to Agent and such Lender and can be readily determined as of the date (which of the request for such Eurodollar Rate Loan by such Borrower. Any request by or on behalf of a Borrower for Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans or to continue any existing Eurodollar Rate Loans shall be a Business Day irrevocable. All Swing Line Loans shall be Base Rate Loans and shall not be more than fifteen entitled to be converted to Eurodollar Rate Loans. (15h) Any Eurodollar Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, unless Agent has received a request to continue such Eurodollar Rate Loan at least three (3) Business Days after Borrower provides written prior to such last day for an Interest Period specified in such notice in accordance with the terms hereof and Borrowers are entitled to Lender) such Eurodollar Rate Loan under the terms hereof. Any Eurodollar Rate Loans shall, at Agent’s option, upon notice by Agent to Administrative Borrower, be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate or shall not be renewed. Borrowers shall pay to Agent, for the benefit of such termination Lenders, upon demand by Agent (or reduction and the amount Agent may, at its option, charge any loan account of any partial reductionBorrower) any amounts required to compensate any Lender or Participant for any loss (excluding loss of anticipated profits), and cost or expense incurred by such termination or reduction person, as a result of the Revolving Credit Commitment shall be effective on conversion of Eurodollar Rate Loans to Base Rate Loans pursuant to any of the date specified in Borrower’s noticeforegoing. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject Each Loan shall be made by the Lenders ratably in accordance with their respective Term Loan Facility A Commitments and Term Loan Facility B Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; PROVIDED that the terms and conditions set forth in this Term Loan Agreement Facility A Commitments and the Term Loan Facility B Commitments of the Lenders are several and no Lender shall be responsible for any other Loan Documents, Lender hereby agrees Lender's failure to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts make Loans as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowingrequired. (b) The unpaid Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan, in a single advance, to the Borrower in Dollars (PROVIDED that the same shall occur no later than thirty (30) days following the Effective Date) in an aggregate principal amount up to but not exceeding the amount of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on Term Loan Facility A Commitment of such Lender. Thereafter the Termination DateBorrower may convert Loans of one Type into Loans of another Type (as provided in Section 2.08) or continue Loans of one Type as Loans of the same Type (as provided in Section 2.08). (ic) Each Lender severally agrees, on the terms and conditions of this Agreement, to make a term loan, in a single advance, to the Borrower may, upon not less in Dollars (PROVIDED that the same shall occur no later than three Business Days’ prior written or telephonic notice confirmed in writing thirty (30) days following the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment Effective Date) in an aggregate principal amount up to but not exceeding the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Term Loan Facility B Commitment of such Lender. Thereafter the Borrower may convert Loans of one Type into Loans of another Type (as provided in Section 2.08) or continue Loans of one Type as Loans of the same Type (as provided in Section 2.08). (d) Each Loan representing the Lender's Term Loan Facility A Commitment made by each Lender shall be evidenced by a single promissory note of the Borrower, substantially in the form of EXHIBIT D dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Term Loan Facility A Commitment as originally in effect and otherwise duly completed. (e) Each Loan representing the Lender's Term Loan Facility B Commitment made by each Lender shall be evidenced by a single promissory note of the Borrower, substantially in the form of EXHIBIT D dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Term Loan Facility B Commitment as originally in effect and otherwise duly completed. (f) Subject to Section 2.14, (i) each Loan shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. (g) At the commencement of each Interest Period for any Eurodollar Loan, the amount of such Eurodollar Loan shall be in an aggregate minimum principal amount that is an integral multiple of $100,000 and not less than $500,000. At the time each ABR Loan is made, the amount of such ABR Loan shall be in an aggregate principal amount that is an integral multiples multiple of $100,000 10,000 and not less than $50,000; provided that an ABR Loan may be in excess an aggregate amount that is equal to the entire unused balance of either the Term Loan Facility A Commitment or the Term Loan Facility B Commitment, as the case may be. Loans of more than one Type may be outstanding at the same time; provided that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and there shall not at any time be more than fifteen a total of five (155) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeEurodollar Loans outstanding. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to and upon the terms and conditions set forth in this Loan Agreement contained herein, each Lender severally (and the other Loan Documents, Lender hereby not jointly) agrees to provide make its Pro Rata Share of Revolving Loans to Borrower, on a revolving basis Borrowers from time to time during in amounts requested by a Borrower (or Administrative Borrower on behalf of such Borrower) up to the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving lesser of: (i) the Borrowing Base at such time or (ii) the Maximum Credit Commitmentat such time. (b) Except in Agent’s discretion and with the consent of all Lenders, minus the Letter of Credit Liabilitiesor as otherwise provided herein, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1i) the aggregate amount of such requested Advance, (2) the requested date Loans and the Letter of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Credit Accommodations outstanding at any time and from time to time terminate in whole or permanently reduce in part shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; providedAccommodations outstanding at any time shall not exceed the Borrowing Base, any such partial reduction (iii) the aggregate principal amount of the Revolving Loans and Letter of Credit Commitment Accommodations outstanding at any time based on Eligible Inventory consisting of gasoline and diesel fuel shall be in an not exceed the Fuel Inventory Loan Limit, (iv) the aggregate minimum principal amount of $100,000 the Revolving Loans and integral multiples Letter of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate Credit Accommodations outstanding at any time based on the date (Eligible Inventory which shall be a Business Day and is Perishable Inventory shall not exceed $2,000,000 and (v) the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding exceed the Maximum Credit, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding exceed the Borrowing Base, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding based on Eligible Inventory consisting of gasoline and diesel fuel exceed the Fuel Inventory Loan Limit, the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding based on the Eligible Inventory which is Perishable Inventory exceeds the sublimit set forth above, the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding based on Eligible Inventory exceed the Inventory Loan Limit, or the aggregate amount of the outstanding Letter of Credit Accommodations exceed the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e), such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be more than fifteen (15) Business Days after Borrower provides written notice made at any time or from time to Lender) of such termination or reduction and time, immediately repay to Agent the entire amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeexcess(es) for which payment is demanded. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and Agreement, each of the other Loan Documents, Lender hereby 2027 Term Lenders severally agrees to provide make a term loan (each, a “2027 Closing Date Loan”) to Borrower, on a revolving basis from time to time during the period commencing Borrower in Dollars on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)in an aggregate principal amount not to exceed its Applicable Percentage of $150,000,000; provided, howeverthat in all events no Default or Event of Default shall have occurred and be continuing, the total principal aggregate Outstanding amount outstanding at any time will of such Lender’s Loans shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit its Commitment, minus and the Letter of Credit Liabilities, Borrower Total Exposure shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. not exceed the Facility Cap. (b) Subject to the terms and conditions hereofset forth in this Agreement, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans2027 Term Lenders severally agrees to make additional term loans (each such loan, together with all accrued and unpaid interest thereon, shall be due and payable on a “2027 Delayed Draw Term Loan”) to the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part on no more than five (5) occasions, on any Business Day during the Revolving Credit Commitment Availability Period, in an aggregate principal amount up not to the amount by which the Revolving Credit exceed such Lender’s unfunded Commitment exceeds the sum as of all outstanding Revolving Credit Loans and Letter of Credit Liabilitiessuch date; provided, that in all events no Default or Event of Default shall have occurred and be continuing, the aggregate Outstanding amount of such Lender’s Loans shall not exceed its Commitment, and the Total Exposure shall not exceed the Facility Cap. (c) The Borrower may not re-borrow any portion of a Loan which is repaid. Upon a Lender’s funding of a 2027 Closing Date Loan or 2027 Delayed Draw Loan, such partial reduction of the Revolving Credit Lender’s unfunded 2027 Term Commitment shall be in an aggregate minimum permanently reduced by the principal amount of $100,000 and integral multiples of $100,000 in excess of that amountsuch Loan. Borrower’s notice to Lender All Commitments shall designate terminate on the date Availability Period Termination Date if not previously terminated pursuant hereto. (which d) The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage. Each request for a Business Day Loan hereunder shall constitute a representation and shall not be more than fifteen (15) Business Days after warranty by the Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction that all of the Revolving Credit Commitment shall be effective conditions required of Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied (unless waived by Agent in writing) on the date specified of such request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date). The Agent may assume that the conditions in Borrower’s notice§10 and §11 have been satisfied (unless waived by Agent in writing) unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans to Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Note or its Commitment, as applicable. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to and in reliance upon the terms terms, conditions, representations and conditions set forth warranties in this Loan Agreement and the other Loan Documents, each Revolver Lender hereby severally agrees to provide make Revolver Loans to Borrower, on a revolving basis from time to time the Borrower during the period commencing on from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in Section 12.06(b), to and continuing through up to, but excluding, the Termination DateDate in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such amounts Revolver Lender’s Revolver Commitment as Borrower may request hereunder (the “Revolving Credit Loans”)then in effect; provided, however, that the total aggregate principal amount outstanding of all such Revolver Loans by all Revolver Lenders hereunder at any one time will outstanding, together with the LC Exposure and Swingline Loans then outstanding, shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonAggregate Maximum Revolver Amount. Subject to the terms of this Agreement, during the period from the Closing Date to and conditions hereofup to, but excluding, the Termination Date in respect of the Revolver Facility, the Borrower may borrow, repay and reborrow hereunderthe amount described in this Section 2.01(a). All Revolving Credit Notwithstanding the foregoing, not more than $60,000,000 in Revolver Loans will may be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based drawn on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Closing Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Term Loan Lender severally, but not jointly, agrees to lend to the Borrower in a single advance on the Closing Date a Term Loan in an Event amount equal to such Lender’s Term Loan Commitment. The aggregate principal amount of Default specified in Section 9.01(e)the Term Loans of the Lenders shall not exceed the Aggregate Maximum Term Loan Amount. If all or any portion of the Term Loan Principal Debt is paid or prepaid by the Borrower, then the Revolving Credit Commitment and the commitment to issue, amend, extend, amount so paid or renew Letters of Credit shall automatically terminate without notice or other action by Lenderprepaid may not be reborrowed.

Loans. (ai) Subject to and in reliance upon the terms terms, conditions, representations and conditions set forth warranties in this Loan Agreement and the other Loan Documents, each Revolver Lender hereby severally agrees to provide make Revolver Loans to Borrower, on a revolving basis from time to time the Borrower during the period commencing on from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in SECTION 12.06(b), to and continuing through up to, but excluding, the Termination DateDate in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such amounts Revolver Lender's Revolver Commitment as Borrower may request hereunder (the “Revolving Credit Loans”)then in effect; provided, provided however, that the total aggregate principal amount outstanding of all such Revolver Loans by all Revolver Lenders hereunder at any one time will outstanding together with the LC Exposure shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonAggregate Maximum Revolver Amount. Subject to the terms of this Agreement, during the period from the Closing Date to and conditions hereofup to, but excluding, the Termination Date in respect of the Revolver Facility, the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be described in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticethis SECTION 2.01(a). (ii) Upon Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Term Loan Lender severally, but not jointly, agrees to lend to the Borrower in a single advance on the Closing Date a Term Loan in an Event amount equal to such Lender's Term Loan Commitment. The aggregate principal amount of Default specified in Section 9.01(ethe the Term Loans of the Lenders shall not exceed Forty-Five Million Dollars ($45,000,000). If all or any portion of the Term Loan Principal Debt is paid or prepaid by the Borrower, then the Revolving Credit Commitment and the commitment to issue, amend, extend, amount so paid or renew Letters of Credit shall automatically terminate without notice or other action by Lenderprepaid may not be reborrowed.

Loans. (a) Subject to KfW agrees, upon the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsMaster Participation Agreement, Lender hereby agrees to provide make Loans to Borrower, on a revolving basis the Borrower from time to time in such aggregate principal amount not exceeding its Aggregate Committed Amount, and on such Business Days during the period commencing on from the Closing date hereof to but excluding the Availability Period End Date and continuing through as the Termination Date, such amounts as Borrower may shall request hereunder pursuant to Section 2.02 hereof. KfW's Aggregate Committed Amount shall be utilized for the following purposes: (the “Revolving Credit Loans”); provided, however, the total i) an aggregate principal amount outstanding at not to exceed approximately US$20,670,300 to finance or reimburse the Borrower for expenses incurred in connection with up to 85% of the German Supply Portion and (ii) an aggregate amount not to exceed approximately US$1,829,700 to finance or reimburse the Borrower for expenses incurred in connection with up to 100% of the Facility Fee, collectively not to exceed, in any event, US$22,500,000 in the aggregate. The Loans may be borrowed as Fixed Rate Loans or as Floating Rate Loans. Floating Rate Loans may be converted into Fixed Rate Loans as provided in Section 2.04 hereof. The Loans shall be advanced from time will not exceed $25,000,000.00 (to time, but in no event more frequently than once per calendar month, in accordance with the “Revolving Credit Commitment”) minus terms of this Agreement and the Letter of Credit LiabilitiesMaster Participation Agreement. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject Any amounts borrowed and paid or prepaid pursuant to the terms and conditions hereof, herein may not be reborrowed by the Borrower. The Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will shall not be collectively called the “Loans”. Lender reserves the right relieved of its obligations under this Agreement to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with pay all accrued and unpaid interest thereon, shall be amounts due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing relevant due date by reason of the following Business Day KfW Loans being insufficient to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount finance up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction 100% of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeFacility Fee under this Agreement. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Lender hereby severally agrees to provide make loans under the Revolving Line of Credit to Borrower, on a revolving basis the Borrower from time to time on any Business Day during the period commencing on from the Closing Date and continuing through to the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal Maturity Date in an aggregate amount outstanding not to exceed at any time will outstanding the amount of such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount; provided that, after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Revolving Line of Credit Loans shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter Line of Credit Liabilities. If at any time Commitment Amount, (ii) the outstanding aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Revolving Line of Credit Loans of any Lender shall not exceed an amount equal such Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Credit Commitment, minus the Letter Line of Credit LiabilitiesLoans may be Base Rate Loans or Eurodollar Rate Loans, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. as further provided herein. (b) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part on any Business Day during the Revolving Credit Commitment in an amount up period from the Closing Date to the amount by which date that is one hundred eighty (180) calendar days following the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be Closing Date in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice not to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed at any time outstanding the amount of any partial reduction, and such termination or reduction Lender’s Pro Rata Share of the Revolving Credit Term Commitment Amount; provided that, after giving effect to any Borrowing, (i) the aggregate Outstanding Amount of all Term Commitment Loans shall be effective on not exceed the date specified in Borrower’s notice. Term Commitment Amount, (ii) Upon an Event the aggregate Outstanding Amount of Default specified in Section 9.01(e)all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Term Commitment Loans of any Lender shall not exceed such Lender’s Pro Rata Share of the Term Commitment Amount. Subject to the other terms and conditions hereof, the Revolving Credit Borrower may borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be reborrowed under this Section 2.01(b). Term Commitment and the commitment to issueLoans may be Base Rate Loans or Eurodollar Rate Loans, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderas further provided herein.

Loans. (a) Subject Each Term A Loan Lender set forth on Schedule I-A hereto agrees, severally and not jointly, to make, on the Restatement Date, a Term A Loan to the terms and conditions Borrower as set forth in this Section 2.1(b)(i) of the Restated Credit Agreement. Each Term B Loan Agreement Lender set forth on Schedule I-B hereto agrees, severally and not jointly, to make, on the other Restatement Date, a Term B Loan Documentsto the Borrower as set forth in Section 2.1(b)(ii) of the Restated Credit Agreement. Each Revolving Credit Lender set forth on Schedule I-C hereto agrees, Lender hereby agrees severally and not jointly, to provide to Borrower, on a revolving basis from time to time during Revolving Credit Commitments after the period commencing on the Closing Date and continuing through the Termination Restatement Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate make Revolving Loans to the Borrower as set forth in whole or permanently reduce Section 2.1(a) of the Restated Credit Agreement. The proceeds of the Loans are to be used by the Borrower solely for the purposes set forth in part Recital D of this Amendment. For the avoidance of doubt, from and after the Restatement Date, (a) references in the Restated Credit Agreement to the “Term A Loans” shall include the Term A Loans made by the Term A Loan Lenders to the Borrower on the Restatement Date and shall exclude the Term A Loans (as defined in the Existing Credit Agreement) made by the Term A Loan Lenders (as defined in the Existing Credit Agreement) on the Effective Date, and (b) references in the Restated Credit Agreement to the “Term B Loans” shall include the Term B Loans made by the Term B Loan Lenders to the Borrower on the Restatement Date and shall exclude the Term B Loans (as defined in the Existing Credit Agreement) made by the Term B Loan Lenders (as defined in the Existing Credit Agreement) on the Effective Date, (c) references in the Restated Credit Agreement to the “Revolving Loans” shall include the Revolving Loans made by the Revolving Credit Commitment in an amount up Lenders to the amount Borrower from time to time after the Restatement Date and shall exclude the Revolving Loans (as defined in the Existing Credit Agreement) made by which the Revolving Credit Commitment exceeds Lenders (as defined in the sum of all outstanding Revolving Existing Credit Loans Agreement) prior to the Restatement Date and Letter of (d) references in the Restated Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice Agreement to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.the

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolver Lender hereby severally agrees to provide make loans (each such loan, a “Revolver Loan”) to Borrower, on a revolving basis the Borrower from time to time time, on any Business Day during the period commencing on Availability Period, in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through the Termination Date, amount of such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender’s Revolver Commitment; provided, however, that after giving effect to any Revolver Borrowing, (i) the total principal amount outstanding at any time will Total Revolver Outstandings shall not exceed $25,000,000.00 the Aggregate Revolver Commitments and (ii) the “Revolving Credit aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolver Commitment”) minus . Within the Letter limits of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal each Lender’s Revolver Commitment, and subject to the Revolving Credit Commitmentother terms and conditions hereof, minus the Letter of Credit LiabilitiesBorrower’s ability to obtain Revolver Loans shall be fully revolving, and accordingly the Borrower shall immediately repay to Lender such excess amountmay borrow under this Section 2.01, plus all accrued but unpaid interest thereonprepay under Section 2.05, and reborrow under this Section 2.01. Revolver Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions hereofset forth herein, each Term Lender severally agrees to make a term loan (each, a “Term Loan”) to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate Closing Date (or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rateany Increase Effective Date with respect to increases in the Term Commitments pursuant to Section 2.14), specifying (1) the in an aggregate amount of not to exceed such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Term Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities’s Term Commitment; provided, any such partial reduction of however, that after giving effect thereto, the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and Total Term Outstandings shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount Aggregate Term Commitments. No portion of any partial reductionTerm Loan that has been repaid may be reborrowed. The Term Loans may be Base Rate Loans or Eurodollar Rate Loans, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeas further provided herein. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to Each Bank severally agrees, on the terms and conditions set forth of this Agreement, to make loans to the Borrowers in this Loan Agreement Dollars during the period from and including the other Loan Documents, Lender hereby agrees Effective Date to provide but not including the Commitment Termination Date in an aggregate principal amount as to Borrower, on a revolving basis all Borrowers at any one time outstanding up to but not exceeding the amount of the Commitment of such Bank as in effect from time to time during time; provided that (i) the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total aggregate principal amount outstanding of all Syndicated Loans, together with the aggregate principal amount of all Money Market Loans, at any one time will outstanding shall not exceed the aggregate amount of the Commitments at such time and (ii) the aggregate principal amount of all Syndicated Loans made to AGFI, together with the aggregate principal amount of all Money Market Loans made to AGFI, at any one time outstanding shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon400,000,000. Subject to the foregoing and the other terms and conditions hereofof this Agreement, during such period any Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, the Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (2as provided in Section 2.09 hereof) or Continue Syndicated Loans of one Type as Syndicated Loans of the requested date same Type (as provided in Section 2.09 hereof); provided that there may be no more than ten different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of such Advance, (3) the purpose for such Advance, with each Advance definition of the term “Interest Period” shall be deemed to be requested in a form satisfactory to Lender, and (4) different Interest Periods even if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowingthey are coterminous). (b) The unpaid principal of Notwithstanding anything to the contrary contained in Section 3.01, each Borrower may, by notice to the Administrative Agent not later than 11:00 a.m. (New York City time) three Business Days prior to the Commitment Termination Date, convert all Syndicated Loans made to it that are outstanding on the Commitment Termination Date into term loans in Dollars (such converted loans, each a “Term Loan” and collectively, the “Term Loans”) which shall mature, together with all accrued and unpaid interest thereon, shall be due and payable payable, on the date which is the first anniversary of the Commitment Termination Date (or, if such date is not a Business Day, the next preceding Business Day); provided that, both on the date of such notice and on the Commitment Termination Date. , (i) Borrower mayno Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in Section 7 hereof (other than the last sentence of Section 7.02 hereof and Section 7.03 hereof) shall be true and complete with the same force and effect as if made on and as of the date of such conversion (or, upon not less than three Business Days’ prior written if any such representation or telephonic notice confirmed warranty is stated to have been made as of a specific date, as of such specific date); and provided, further, that after giving effect to such conversion the Banks shall have no further obligation to make any additional Loans. Each Term Loan shall bear interest, until the payment in writing the following Business Day to Lenderfull thereof, at any time the rates that Loans of the same Type bear pursuant to this Agreement and from time shall otherwise constitute a Loan for all purposes of this Agreement. Each Borrower hereby promises to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up pay to the Administrative Agent for account of the Banks, on such maturity date, the unpaid principal amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Term Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice made to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeit hereunder. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on An Authorized Representative of a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to give the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Agent at least three (3) Business Day prior Days’ irrevocable telephonic notice of each requested Advance bearing interest at rate based on Loan to such Borrower (or, in the CB Floating Rate case of any Loan denominated in any currency determined to be an Alternative Currency after the date hereof, such greater notice period reasonably determined by the Agent to be necessary), whether representing an additional borrowing or three Business Days the Continuation of a borrowing hereunder, prior to 1:00 P.M. (London time). Each such notice shall be effective upon receipt by the Agent, shall specify the identity of each requested Advance bearing interest at rate based on LIBO Ratethe Borrower, specifying (1) the aggregate amount of the borrowing, the Type of Loan (Euribor Rate if such Loan is requested Advancein Euros, (2) or Offshore Rate if such Loan is requested in an Alternative Currency), the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date borrowing (which shall be a Business Day), the Interest Period to be used in the computation of interest, and if an Offshore Rate Loan, the applicable Alternative Currency. The Authorized Representative of the applicable Borrower shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions not later than one (1) Business Day and prior to the requested borrowing day. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with a specification of the amount of each Lender’s portion of a Loan requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 1:00 P.M. (London time)) not be more later than fifteen 2:00 P.M. (15London time) on the same day as the Agent’s receipt of such notice. At approximately 4:00 P.M. (London time) two (2) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on preceding the date specified in Borrower’s noticefor a Loan of an Alternative Currency, the Agent shall determine the Borrowing Date Exchange Rate and the applicable interest rate. Not later than 5:00 P.M. (London time) two (2) Business Days preceding the date specified for each Loan of an Alternative Currency, the Agent shall provide the applicable Borrower and each Lender notice by telefacsimile transmission of the Borrowing Date Exchange Rate applicable to such Loan, and the applicable Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date, and the Euro Equivalent Amount of such Loan or Loans and the applicable Offshore Rate. (ii) Upon an Event (A) In the case of Default Loans in Euros, not later than 10:00 A.M. (London time) on the date specified for each borrowing under this Section 2.1, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Loan or Loans to be made by it on such day available by wire transfer to the Agent in Section 9.01(e)the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Revolving Credit Commitment Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the commitment form of Euros constituting immediately available funds. The amount so received by the Agent shall, subject to issuethe terms and conditions of this Agreement, amend, extend, be made available to the applicable Borrower by delivery no later than 4:00 P.M. (London time) of the proceeds thereof to the applicable Borrower’s Account or renew Letters otherwise as shall be directed in the applicable Borrowing Notice by the Authorized Representative of Credit shall automatically terminate without notice or other action by Lendersuch Borrower and reasonably acceptable to the Agent.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and Agreement, the other Loan Documents, Lender hereby agrees to provide make Advances to Borrower, on a revolving basis the Borrowers under the Revolving Credit Facility from time to time during the period commencing on from the Closing Date and continuing through until the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will Termination Date up to but not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to exceeding the Revolving Credit Commitment, minus PROVIDED, however, that the Lender will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Lender has accelerated the maturity of the Note as a result of an Event of Default; PROVIDED further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit LiabilitiesOutstandings shall not exceed the Revolving Credit Commitment. Within such limits, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower Borrowers may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part under the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be Facility on a Business Day from the Closing Date until, but (as to borrowings and shall reborrowings) not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e)including, the Revolving Credit Commitment Termination Date; PROVIDED, however, that (y) no Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Loan that is a Eurodollar Rate Loan may, subject to the commitment provisions of SECTION 2.6, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by SECTION 4.5. Notwithstanding the foregoing, the sum of outstanding Loans made to issue, amend, extend, or renew and Letters of Credit issued for the benefit of TTI and WFI, and in the case of Letters of Credit those issued for the benefit of any Subsidiary of TTI or WFI, shall automatically terminate without notice or other action by Lenderat no time exceed $5,000,000.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan DocumentsAgreement, each Lender hereby severally agrees to provide to Borrowermake, on a revolving basis Convert and Continue Committed Loans until the Maturity Date in Dollars and/or one or more Offshore Currencies in such amounts as Company may from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)request; provided, however, that the total Dollar Equivalent of the Outstanding Obligations of each Lender (including Swing Line Lender's Swing Line Loans) shall not exceed such Lender's Commitment, and the Dollar Equivalent of the Outstanding Obligations of all Lenders shall not exceed the combined Commitments at any time; provided, further, that the Dollar Equivalent of the outstanding Committed Loans denominated in an Offshore Currency, plus the aggregate amount of all Fronted Offshore Currency Commitments, shall not exceed the Offshore Currency Sublimit. This is a revolving credit and, subject to the foregoing and the other terms and conditions hereof, Company may borrow, Convert, Continue, prepay and reborrow Committed Loans as set forth herein without premium or penalty. (b) Upon the satisfaction of the conditions precedent set forth in Section 4 hereof and set forth in the applicable Offshore Currency Addendum, from and including the date of this Agreement and prior to the Maturity Date, each Offshore Currency Fronting Lender agrees, on the terms and conditions set forth in this Agreement and in the applicable Offshore Currency Addendum, to make Fronted Offshore Currency Loans under such Offshore Currency Addendum to the Subsidiary Borrower party to such Offshore Currency Addendum from time to time in the applicable Offshore Currency, in an aggregate principal amount outstanding not to exceed such Offshore Currency Fronting Lender's applicable Fronted Offshore Currency Commitment provided, that, at no time shall the Dollar Equivalent of the Fronted Offshore Currency Loans for any time will not specific Alternate Currency exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus maximum amount specified as the Letter maximum amount for such Alternate Currency in the applicable Offshore Currency Addendum other than as a result of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereoncurrency fluctuations. Subject to the terms of this Agreement and conditions hereofthe applicable Offshore Currency Addendum, Borrower the applicable Subsidiary Borrowers may borrow, repay and reborrow hereunderFronted Offshore Currency Loans in the applicable Alternate Currency at any time prior to the Maturity Date. All Revolving Credit On the Maturity Date (or such earlier termination date as shall be specified in or pursuant to the applicable Offshore Currency Addendum), the outstanding principal balance of the Fronted Offshore Currency Loans will shall be collectively called paid in full by the “Loans”applicable Subsidiary Borrower and prior to the Maturity Date prepayments of the Fronted Offshore Currency Loans shall be made by Subsidiary Borrower if and to the extent required by Section 2.05(b). (c) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Upon the request of any Lender reserves made through Administrative Agent, such Lender's Loans may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender may attach schedules to its Note(s) and endorse thereon the right to require Borrower to give Lender not less than one Business Day prior notice date, amount and maturity of each requested Advance bearing interest at rate based on its Committed Loans and payments with respect thereto. Such Notes, loan accounts and records shall be conclusive absent manifest error of the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested AdvanceLoans and payments thereon. Any failure so to record or any error in doing so shall not, (2) however, limit or otherwise affect the requested date obligation of such Advance, (3) the purpose for such Advance, Borrowers to pay any amount owing with each Advance respect to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to LenderAdministrative Agent shall maintain, at Administrative Agent's Office, a register for the recordation of the names and addresses of Lenders and the Commitments and Extensions of Credit of each Lender from time to time (the "Register"). The Register shall be available for inspection by Company or any Lender at any reasonable time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s upon reasonable prior notice. (ii) Upon an Event Administrative Agent shall record in the Register the Commitment and Extensions of Default specified Credit from time to time of each Lender, and each repayment or prepayment in Section 9.01(e)respect thereof. Any recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitments or Outstanding Obligations. (iii) Each Lender shall record on its internal records (including, without limitation, the Revolving Notes held by such Lender) the amount of each Extension of Credit Commitment made by it and each payment in respect thereof. Any recordation shall be conclusive and binding on Company, absent manifest error; provided, however, that the commitment failure to issue, amend, extendmake any such recordation, or renew Letters any error in such recordation, shall not affect any Lender's Commitment or Outstanding Obligations; provided, further, that in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall, absent manifest error govern. (iv) Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Extensions of Credit listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Extensions of Credit shall automatically terminate without notice be effective, in each case, unless and until an Assignment and Acceptance effecting the assignment or other action transfer thereof shall have been accepted by LenderAdministrative Agent and recorded in the Register. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Outstanding Obligations shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Outstanding Obligations.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Lender hereby severally agrees to provide make loans (each such loan, a “Revolving Credit Loan”) to Borrower, on a revolving basis the Borrowers in Dollars or in one or more Alternative Currencies from time to time time, on any Business Day or RFR Business Day, as applicable, during the period commencing on Availability Period of such Lender, in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through the Termination Date, amount of such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender’s Commitment; provided, howeverthat, after giving effect to any Revolving Credit Borrowing, (i) the total principal amount outstanding at any time will Total Outstandings shall not exceed $25,000,000.00 the amount of the Facility, (ii) the “Revolving Credit Commitment”) minus Outstanding Amount of the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed an amount equal such Lender’s Commitment, (iii) the Outstanding Amount of all Revolving Credit Loans made to all Foreign Borrowers plus the Outstanding Amount of all Foreign Swing Line Loans shall not exceed the Maximum Foreign Borrower Sublimit and (iv) with respect to each individual Foreign Borrower, the Outstanding Amount of all Revolving Credit Loans made to such Foreign Borrower plus the Outstanding Amount of all Foreign Swing Line Loans made to such Foreign Borrower shall not exceed the Foreign Borrower Sublimit applicable to such Foreign Borrower. Within the limits of each Lender’s Commitment, and subject to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the other terms and conditions hereof, Borrower the Borrowers may borrowborrow under this Section 2.01, repay prepay under Section 2.05, and reborrow hereunderunder this Section 2.01. All Revolving Credit Loans will denominated in Dollars may be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Base Rate Loans or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Eurocurrency Rate Loans, together with all accrued and unpaid interest thereonas further provided herein; provided, that, eachTerm SOFR Loans. Revolving Credit LoanLoans denominated in an Alternative Currency shall be due and payable on the Termination Date. (i) Borrower mayaconsisting of Australian Dollars, upon not less than three Business Days’ prior written Canadian Dollar, Euros or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Hong Kong Dollars shall be Eurocurrency Rate LoanLoans. Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment denominated in Sterling shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeDaily Simple RFR Loans. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Lender shall not assume the Credit Risk on any Receivables., (b) Subject to the terms and conditions set forth herein and in this Loan Agreement and the other Loan DocumentsAncillary Agreements, Lender hereby agrees shall make revolving credit advances (the "Revolving Credit Advances") to provide to Borrower, on a revolving basis Borrowers from time to time during the period commencing on Term which, in the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding aggregate at any time outstanding, will not exceed $25,000,000.00 the lesser of (x) the “Maximum Revolving Credit Commitment”Amount or (y) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the sum of: (i) Receivables Availability, plus (ii) Inventory Availability, minus (iii) such reserves as Lender may in its sole and absolute discretion deem proper and necessary from time to time. The sum of 2(b)(i), plus (ii) minus (iii) shall be referred to as the "Formula Amount". In this regard, Borrowers agree that they shall submit a Borrowing Base Certificate to Lender, in form and substance and with such frequency, as more fully described in Section 9 below, to include such calculations, in each instance that Lender may deem necessary or desirable in order to verify whether Borrowers are in compliance with the preceding limitations pertaining to Revolving Credit CommitmentAdvances. (c) Notwithstanding the limitations set forth above, minus Lender retains the Letter right to lend Borrowers from time to time such amounts in excess of Credit Liabilitiessuch limitations as Lender may determine in its sole discretion. (d) If any Borrower does not pay any interest, fees, costs, charges or commissions to Lender when due, Borrower shall immediately repay thereby be deemed to have requested, and Lender is hereby authorized at its discretion to make and charge to Borrower's account, a Revolving Credit Advance to Borrower as of such excess amountdate in an amount equal to such unpaid interest, plus fees, costs, charges or commissions. (e) Any sums expended by Lender due to any Borrower's failure to perform or comply with its obligations under this Agreement, including but not limited to the payment of taxes, insurance premiums or leasehold obligations, shall be charged to Borrower's account as a Revolving Credit Advance and added to the Obligations. (f) Lender will account to Borrowers monthly with a statement of all accrued but unpaid interest thereon. Subject Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrowers in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (g) During the Term, Borrowers may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (bh) The unpaid principal aggregate balance of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Loans outstanding at any time and from time to time terminate in whole or permanently reduce in part shall not exceed the Maximum Loan Amount. The aggregate balance of Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all Advances outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, at any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and time shall not be more than fifteen (15exceed the Formula Amount except as Lender may permit in accordance with Section 2(c) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeabove. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to and upon the terms and conditions set forth in this Loan Agreement contained herein, (i) each Lender severally (and the other Loan Documents, Lender hereby not jointly) agrees to provide fund its Pro Rata Share of Revolving Loans to Borrower, on a revolving basis Borrowers from time to time during in amounts requested by Borrowers up to the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time equal to the lesser of: (A) the Borrowing Base at such time or (B) the Maximum Credit. (ii) Swing Line Lender agrees that it will not exceed $25,000,000.00 make loans (the “Revolving Credit CommitmentSwing Line Loans”) minus to the Administrative Borrower for the account of the applicable Borrower equal to the principal amount of the Swing Line Loan requested by any Borrower (or Administrative Borrower on behalf of a Borrower) to be made on such day, provided, that, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Liabilities. If Obligations outstanding with respect to all Borrowers at any one time shall not exceed the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter lesser of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1A) the Borrowing Base at such time or (B) the Maximum Credit and the aggregate principal amount of such requested Advance, (2) the requested date of such Advance, (3) Swing Line Loans outstanding to all Borrowers at any one time shall not exceed the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such BorrowingSwing Line Loan Limit. (b) The unpaid principal of On the Loansterms and subject to the conditions hereof, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) each Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and may from time to time terminate in whole or permanently reduce in part borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the Revolving Credit Commitment in an aggregate outstanding principal amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate amount of all Swing Line Loans and Letter of Credit Liabilities; providedObligations, any would exceed such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountLender’s Commitment. Borrower’s notice to Swing Line Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen required to make Swing Line Loans: (15i) Business Days if, after Borrower provides written notice giving effect thereto, either (A) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit or (B) the aggregate outstanding principal amount of all Revolving Loans, together with the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed the lesser of (1) the Borrowing Base or (2) the Maximum Credit and (ii) at any time when any Lender is at such time a Defaulting Lender, unless Swing Line Lender has entered into satisfactory arrangements with Borrowers and/or such Lender with respect to such Defaulting Lender. Each Swing Line Loan shall be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall be payable to the Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.10 hereof. (c) Upon the making of a Swing Line Loan or a Special Agent Advance (whether before or after the occurrence of a Default or Event of Default) or any Loan by Agent as provided in Section 6.10 hereof, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such termination Lender’s Pro Rata Share in such Swing Line Loan, Special Agent Advance or reduction other Loan. To the extent that there is no settlement in accordance with Section 6.10 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swing Line Loan, Special Agent Advance or other Loan, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan or Special Agent Advance (d) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the lesser of the Borrowing Base or the Maximum Credit. (e) In the event that the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceeds the lesser of the Borrowing Base or the Maximum Credit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeexcess(es) for which payment is demanded. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolving Credit Lender hereby severally agrees to provide make loans (each such loan, a “Revolving Credit Loan”) to Borrower, on a revolving basis the Borrower from time to time time, on any Business Day during the period commencing on Availability Period, in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through the Termination Date, amount of such amounts as Borrower may request hereunder (the “Lender’s Revolving Credit Loans”)Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the total principal amount outstanding at any time will Revolving Credit Outstandings shall not exceed $25,000,000.00 the Revolving Credit Facility and (ii) the “aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding ; provided further, however, that no Revolving Credit Loans exceed an amount equal to Borrowings shall be made on the Closing Date. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, minus and subject to the Letter of other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit LiabilitiesLoans may be Base Rate Loans or Eurodollar Rate Loans, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. as further provided herein. (b) Subject to the terms and conditions hereofset forth herein, each Term Lender severally agrees to make a single loan (a “Term Loan”) to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) Closing Date in an amount equal to the aggregate amount of such requested Advance, (2Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders ratably according to their Term Commitments. Amounts borrowed under this Section 2.01(b) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written repaid or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall prepaid may not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticereborrowed. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Legacy Lender hereby having a Legacy Commitment severally agrees to provide make revolving loans to Borrower, on a revolving basis the Legacy Borrowers in Dollars from time to time during the period commencing time, on any Business Day on or after the Closing Date and continuing through until the Termination Maturity Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total in an aggregate principal amount outstanding not to exceed at any time will outstanding such Legacy Lender’s Legacy Commitment; provided that after giving effect to any such Legacy Revolving Credit Borrowing, (x) the aggregate Outstanding Amount of the Legacy Revolving Loans of any Legacy Lender, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Legacy Lender’s Legacy Pro Rata Share of the Outstanding Amount of all Swing Line Loans and Protective Advances made to Legacy Borrowers shall not exceed $25,000,000.00 the lesser of (i) such Legacy Lender’s Legacy Commitment at such time and (ii) such Legacy Lender’s Legacy Pro Rata Share of the “Revolving Credit Legacy Borrowing Base at such time and (y) the aggregate outstanding amount of Total Legacy Outstandings shall not exceed the Legacy Line Cap at such time. Within the limits of each Legacy Lender’s Legacy Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal , and subject to the other terms and conditions hereof, the Legacy Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Legacy Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Loans may be Base Rate Loans or Eurodollar Rate Loans. (b) Subject to the terms and conditions hereofset forth herein, Borrower may borroweach ETMC Lender having an ETMC Commitment severally agrees to make revolving loans to the ETMC Borrowers in Dollars from time to time, repay and reborrow hereunder. All on any Business Day on or after the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding such ETMC Lender’s ETMC Commitment; provided that after giving effect to any such ETMC Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateBorrowing, specifying (1x) the aggregate amount Outstanding Amount of such requested Advance, (2) the requested date ETMC Revolving Loans of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to any ETMC Lender, and (4) if plus such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal ETMC Lender’s ETMC Pro Rata Share of the Loans, together with Outstanding Amount of all accrued Swing Line Loans and unpaid interest thereon, Protective Advances made to ETMC Borrowers shall be due and payable on not exceed the Termination Date. lesser of (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to such ETMC Lender, ’s ETMC Commitment at any such time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event such ETMC Lender’s ETMC Pro Rata Share of Default specified in the ETMC Borrowing Base at such time and (y) the aggregate outstanding amount of Total ETMC Outstandings shall not exceed the ETMC Line Cap at such time. Within the limits of each ETMC Lender’s ETMC Commitment, and subject to the other terms and conditions hereof, the ETMC Borrowers may borrow under this Section 9.01(e2.01(b), the prepay under Section 2.05, and reborrow under this Section 2.01(b). ETMC Revolving Credit Commitment and the commitment to issue, amend, extend, Loans may be Base Rate Loans or renew Letters of Credit shall automatically terminate without notice or other action by LenderEurodollar Rate Loans.

Loans. (a) Subject to the terms and conditions set forth herein, (i) all Existing Revolving Credit Loans shall be continued as Revolving Credit Loans governed by this Agreement reallocated to each Revolving Credit Lender in this Loan Agreement accordance with Section 11.19 and the other Loan Documents, (ii) each Revolving Credit Lender hereby severally agrees to provide make loans (each such loan, a "Revolving Credit Loan") to Borrower, on a revolving basis the Borrower in Dollars or in one or more Foreign Currencies from time to time time, on any Business Day during the period commencing on Availability Period, in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through the Termination Date, amount of such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender's Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (A) the total principal amount outstanding at any time will Revolving Credit Outstandings shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”Facility, (B) minus the Letter aggregate Outstanding Amount of Credit Liabilities. If at any time the outstanding Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lenders' Pro Rata Share of the Outstanding Amount of all Swing Line Loans plus such Revolving Credit Lender's Pro Rata Share of the Outstanding Amount of all Foreign Currency Fronting Loans shall not exceed an amount equal to the such Revolving Credit Lender's Revolving Credit Commitment, minus and (C) the Letter Outstanding Amount of Credit Liabilities, Borrower shall immediately repay to Lender such excess amountall Foreign Currency Fronting Loans, plus the Outstanding Amount of all accrued but unpaid interest thereonRevolving Credit Loans that were made in a Foreign Currency shall not exceed the Foreign Currency Sublimit; provided further, however, that on the Closing Date no new Loans may be made as Eurocurrency Rate Loans. Within the limits of each Revolving Credit Lender's Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions hereofset forth herein, each Term Loan Lender severally agrees to make a portion of a term loan (the "Term Loan") to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based in Dollars on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate Closing Date in an amount of such requested Advance, (2) Term Loan Lender's Term Loan Commitment. Amounts repaid or prepaid on the requested date Term Loan may not be reborrowed. The Term Loan may consist of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Base Rate Loans or Eurocurrency Rate Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilitiesas further provided herein; provided, any such partial reduction however, that the funding of the Revolving Credit Commitment Term Loan on the Closing Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be made as a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeBase Rate Loan. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolving Credit Lender hereby agrees to provide make loans to Borrowerthe Revolving Credit Borrowers (each such loan, on a revolving basis “Revolving Credit Loan”) denominated in Dollars, from time to time during the period commencing on Availability Period in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or (ii) the Closing Date Total Revolving Credit Exposure exceeding the Aggregate Revolving Credit Commitments; provided that prior to the entry of the Final Order, the Revolving Credit Borrowers may not borrow Revolving Credit Loans or request the issuance, amendment or renewal of any Letter of Credit if the Total Revolving Credit Exposure would exceed $500,000,000 or, if less, the maximum amount permitted to be provided under the Revolving Credit Facility under the Interim Order. Within the foregoing limits and continuing through subject to the Termination Dateterms and conditions set forth herein, such amounts as Borrower the Revolving Credit Borrowers may request hereunder (the “borrow, prepay and reborrow Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “. Each Revolving Credit Commitment”) minus the Letter Loan shall be made as part of Credit Liabilities. If at any time the outstanding a Borrowing consisting of Revolving Credit Loans exceed an amount equal to made by the Revolving Credit Commitment, minus the Letter of Lenders ratably in accordance with their respective Revolving Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Commitments. (b) Subject to the terms and conditions hereofset forth herein, each Term Lender agrees to make a single term loan denominated in Dollars to the Term Loan Borrower (each such loan, a “Term Loan”), on the Effective Date in a principal amount equal to such Lender’s Term Loan Commitment. The Term Loan Borrower may borrowmake only one borrowing of Term Loans hereunder, repay and reborrow hereunder. All Revolving Credit which shall consist of Term Loans will requested to be collectively called made simultaneously by the “Loans”. Lender reserves Term Lenders on the right to require Borrower to give Lender not less Effective Date in accordance with their respective Applicable Percentages, provided that the initial Borrowing of Term Loans hereunder may consist of more than one Business Day prior notice Type. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. (c) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make its Loans as required. (d) Subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as a Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. (e) At the commencement of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose Interest Period for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a any Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment Borrowing shall be in an aggregate minimum amount that is an integral multiple of $100,000 1,000,000 and not less than $2,000,000. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiples multiple of $100,000 500,000 and not less than $1,000,000; provided that an ABR Borrowing under the Revolving Credit Facility may be in excess an aggregate amount that is equal to the entire unused balance of the Aggregate Revolving Credit Commitments or that amountis required to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e). Borrower’s notice to Lender shall designate Borrowings of more than one Type may be outstanding at the date (which shall be a Business Day and same time; provided that there shall not at any time be more than fifteen (15) Business Days after Borrower provides written notice to Lender) a total of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeten Eurodollar Borrowings outstanding. (iif) Upon an Event Notwithstanding any other provision of Default specified in Section 9.01(e)this Agreement, the Revolving Credit Commitment and the commitment no Borrower shall be entitled to issue, amend, extendrequest, or renew Letters of Credit shall automatically terminate without notice to elect to convert or other action by Lendercontinue, any Borrowing if the Interest Period requested with respect thereto would end after the Stated Maturity Date.

Loans. (a) Subject Each Bank severally agrees, subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during on or after the period commencing on date hereof and prior to the Closing Date and continuing through the Termination Maturity Date, such amounts as Borrower may request hereunder (to make Loans to the “Revolving Credit Loans”); provided, however, the total Company in an aggregate principal amount at any one time outstanding up to but not exceeding such Bank's Commitment at such time MINUS such Bank's Commitment Percentage of all Letter of Credit Liabilities at such time; PROVIDED, HOWEVER, that the aggregate amount of all Loans and all Letter of Credit Liabilities outstanding at any time will not shall never exceed $25,000,000.00 the Aggregate Commitment at such time. Subject to the conditions precedent in this Agreement, any Loan repaid prior to the Maturity Date may be reborrowed prior to the Maturity Date pursuant to the terms of this Agreement; PROVIDED, that any and all Loans then outstanding shall be due and payable in full on the Maturity Date. (b) Notwithstanding anything in this Agreement to the “Revolving Credit Commitment”contrary, (i) minus the Letter of Credit Liabilities. If no Bank shall be required to have Loans at any one time the outstanding Revolving Credit Loans exceed in an amount equal to the Revolving Credit Commitmentwhich, minus the together with such Bank's Commitment Percentage of outstanding Letter of Credit Liabilities, Borrower shall immediately repay to Lender exceed such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to LenderBank's Commitment, and (4ii) if a Bank fails to make a Loan as and when required hereunder and the Company subsequently makes a repayment on the Notes or reimburses Letter of Credit Liabilities, such Advance will repayment shall be a Eurodollar Borrowing, split among the Interest Period applicable non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to such Borrowing. (b) The unpaid principal the Commitment Percentage of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (idefaulting Bank) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit until each Bank has its Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum Percentage of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any . Any balance of such partial reduction of the Revolving Credit Commitment repayment shall be divided among all Banks in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit accordance with their respective Commitment shall be effective on the date specified in Borrower’s noticePercentages. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to and upon the terms and conditions set forth in provisions of this Loan Agreement and relying upon the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during representations and warranties of the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, howeverherein set forth, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Bank agrees at any time and from time to time terminate in whole to make loans (each a “Loan” and collectively the “Loans”) to the Borrower from the date hereof until the earlier of the Credit Expiration Date or permanently reduce in part the Revolving date on which the Credit Commitment Facility is terminated pursuant to Section 8.1 hereof in an aggregate principal amount up at any time outstanding not to exceed the amount by which the Revolving Credit Commitment exceeds Amount. No Loans shall be made hereunder if after giving effect thereto the sum of the aggregate principal amount of all outstanding Revolving Loans would exceed the Credit Loans Amount. In no event shall the Bank be obligated to make a Loan hereunder if an Event of Default shall have occurred and Letter be continuing. Unless sooner terminated pursuant to the provisions of this Agreement, the Credit Liabilities; provided, any such partial reduction Facility and the obligation of the Revolving Bank to make Loans hereunder shall automatically terminate on the Credit Commitment Expiration Date without further action by, or notice of any kind from, the Bank. Within the limitations set forth herein and subject to the provisions of this Agreement, the Borrower may borrow, repay and reborrow under the Credit Facility. The fact that there may be no Loans outstanding at any particular time shall be not affect the continuing validity of this Agreement. No later than ninety (90) days before each anniversary date of this Agreement, the Borrower may make a request for a one year extension of the Credit Expiration Date in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s a written notice to Lender the Bank. The Bank shall designate notify the date (which shall be a Business Day and shall Borrower in writing not be more later than fifteen (15) Business Days after days before the anniversary date following such request whether the Bank agrees to the requested extension. If the Bank fails to so notify the Borrower provides whether the Bank agrees to such extension, the Bank shall be deemed to have refused to grant the requested extension. Upon receipt of the Borrower of a written notice amendment of this Agreement, and a written amendment of the Note executed by the Bank and countersigned by the Borrower, amending the definition of the term “Credit Expiration Date” in each of this Agreement and the Note, the Credit Expiration Date shall be extended to Lender) of the date set forth in such termination or reduction and amendment. If the Bank agrees to so extend the Credit Expiration Date the Borrower agrees to pay to the Bank a renewal fee in the amount of any partial reduction, and such termination or reduction .10% of the Revolving Credit Commitment Amount upon the Bank’s execution and delivery of the amendments described above. The Bank and the Borrower may otherwise amend the term “Credit Expiration Date” from time to time outside of the timeframes recited above by written amendment. All reasonable costs and expenses incurred by the Bank in connection with each extension request (including reasonable attorneys’ fees) shall be effective on paid by the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. 2.1 Subject to the terms and conditions hereof, Lender hereby extends to the Borrower may borrowcredit in the amount of TWELVE THOUSAND AND NO/100 DOLLARS ($12,000) from Lender, repay on or about November 17, 2017, to be wired as instructed on Exhibit B. such loan shall be provided for five (5) months and reborrow hereunder. All Revolving Credit Loans due in full by April 17, 2018. 2.2 On the Effective Date, Borrower will be collectively called execute and deliver to Lender a Promissory Note in the form of Exhibit A (the “LoansNote”. Lender reserves ), in the right to require Borrower to give Lender not less than one Business Day prior notice principal amount of each requested Advance TWELVE THOUSAND AND NO/100 DOLLARS ($12,000) bearing interest at rate based on as specified in the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateNote. The Note, specifying (1) the aggregate amount of such requested AdvanceLoan Agreement, (2) the requested Security Agreement, if any, and any other related documents shall have an effective date of such AdvanceNovember 17, 2017. Borrower shall provide collateral as listed in Exhibit C. 2.3 Borrower shall pay to Lender its fees, costs and expenses, including without limitation reasonable attorney’s fees, other professionals’ fees, court costs, litigation and other expenses and wire transfer and bank fees (3) collectively, “Costs”), incurred or paid by Lender in connection with the purpose for such Advancenegotiating, with each Advance to be requested in a form satisfactory to Lenderdocumenting, administering and enforcing this Agreement or related documents, including without limitation the Note, and (4) the defense, preservation and protection of Lender’s rights and remedies thereunder, including without limitation, its security interest in the Collateral, if such Advance will be a Eurodollar Borrowingany, the Interest Period applicable or any property pledged to such Borrowing. (b) The unpaid principal of secure the Loans, together with all accrued and unpaid interest thereonwhether incurred in bankruptcy, shall insolvency, foreclosure or other litigation or proceedings or otherwise. The Costs will be due and payable on within ten (10) business days of Lender’s submission to Borrower or a reasonable accounting of such costs. If Borrower fails to pay any Costs in a timely manner, Lender is entitled to disburse such sums as a Loan under this Agreement. Thereafter, the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and Costs will bear interest from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) incurred or disbursed at the highest rate set forth in the Note. This provision will survive the termination of such termination or reduction this Agreement and the amount repayment of any partial reduction, and such termination amounts due or reduction the performance of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeany obligation under this Agreement. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Xxxxxx (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each Primary Dealer may submit to Lender, through secure email to the email address specified by Xxxxxx from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (an “Initial Loan Request”). Each Initial Loan Request shall be in the form specified by Lender from time to time and shall set forth the information required to be set forth therein in accordance with the TALF Standing Loan Facility Procedures, on an aggregate basis for all Applicable Borrowers. Lender shall promptly provide Custodian with the information contained in each such Initial Loan Request. Notwithstanding the foregoing, a Primary Dealer shall not be permitted to submit an Initial Loan Request unless it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto. 3.2. Not later than 1:00 p.m. onOn each Loan Subscription Date, not later than one hour after the time when the subscription period closes as specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each Primary Dealer that has submitted an Initial Loan Request shall submit to Custodian a follow-up request (each such request, a “Loan Request”) that shall include information on a borrower-by-borrower basis, in the form attached hereto as Appendix 3. On each Loan Subscription Date, each such Primary Dealer shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any updates thereof) (collectively, “Offering Materials”) to the extent then available to it, with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans. 3.3. Not later than 5:00 p.m. on the fourth Business Day prior to each scheduled Loan Closing Date, each Primary Dealer that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian (i) a Sales Confirmation and (ii) to the extent not previously submitted to Custodian pursuant to Section 3.2, the final prospectus, final offering memorandum (or other Offering Materials in final form) and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. It is understood and agreed that the Eligible Collateral Schedule (as defined below) shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00 p.m. on the fourth Business Day prior to the scheduled Loan Closing Date. Each Applicable Primary Dealer shall deliver or cause to be delivered to Custodian all such Offering Materials promptly upon such Offering Materials becoming available to it. 3.4. Not later than 5:00 p.m. on the third Business Day prior to each scheduled Loan Closing Date, Custodian shall deliver to Lender a schedule showing, for each Borrower and each requested Loan, the Eligible Collateral that such Borrower intends to deliver as Collateral therefor (an “Eligible Collateral Schedule”). Such Eligible Collateral Schedule shall, at a minimum, include (i) the CUSIP or other unique identifying number of each Item of Eligible Collateral, (ii) a description thereof, (iii) the principal amount thereof, (iv) the Haircut Amount applicable thereto as of such Business Day and (v) the Collateral Value applicable thereto as of such Business Day. 3.5. On the second Business Day prior to each scheduled Loan Closing Date, Lender shall instruct Custodian to deliver to each Primary Dealer that submitted a Loan Request with respect to such scheduled Loan Closing Date a confirmation (each such notice, a “Confirmation”, each Primary Dealer receiving such Confirmation, a “Primary Dealer Receiving Notice”) setting forth: (a) Subject the amount of requested Loans that will be made to the terms Applicable Borrowers of such Primary Dealer Receiving Notice (on both an aggregate and an individual Borrower basis) on such scheduled Loan Closing Date; (b) the Fixed Rate, LIBOR Margin or Fed Funds Margin that will be applicable to such requested Loans (as applicable); (c) the amount and description (including CUSIP number) of the assets that will be accepted as Eligible Collateral as collateral security for each such requested Loan on such scheduled Loan Closing Date (the “Expected ABS Collateral”), and the Market Value and the Collateral Value thereof as of the preceding Business Day; (d) with respect to any Expected ABS Collateral that will be acquired by the applicable Borrower on the Loan Closing Date (“New Acquisition Collateral”), the Haircut Amount and all Other Closing Amounts with respect to such New Acquisition Collateral; and (e) the amount of the Administrative Fee required to be paid with respect to each requested Loan. Each such Confirmation shall reflect any adjustments required by Lender and communicated to Custodian (such communication to be made via submission of an excel spreadsheet reflecting any such adjustments), and shall be delivered by Custodian to the applicable Primary Dealer Receiving Notice by 5:00 p.m. (or such later time as Custodian and Lender shall agree) on the second Business Day prior to each scheduled Loan Closing Date. 3.6. On each Loan Closing Date (or, in the case of clause (e), within one Business Day thereafter): (a) each Primary Dealer Receiving Notice shall deliver to Custodian, by 8:30 a.m.: (i) with respect to all New Acquisition Collateral (other than Primary Dealer Delivered Collateral) expected to be delivered by its Applicable Borrowers, funds equal to the (x) the Haircut Amount attributable thereto and (y) all Other Closing Amounts with respect thereto (which amounts shall be received in the Master TALF Collateral Account); and (ii) the Administrative Fee with respect to each Loan to be made to each of its Applicable Borrowers (which amount shall be received in the Master TALF Collateral Account); (b) prior to the cut-off time for DTC settlement, each Primary Dealer Receiving Notice shall deliver to Custodian (or shall cause to be delivered to Custodian, including through the facilities of DTC), the Expected ABS Collateral; (c) subject to the provisions of Section 3.7, Lender shall make available in the Master TALF Collateral Account the aggregate principal amount of all Loans expected to be made to the Applicable Borrowers of each Primary Dealer Receiving Notice on such Loan Closing Date; (d) all Expected ABS Collateral actually received by Custodian shall be settled to the Master TALF Collateral Account against payment therefor; and (e) Custodian shall re-deliver to each Primary Dealer Receiving Notice the Confirmation, as revised by Custodian to reflect all Loans disbursed, and all Collateral delivered and accepted, on such Loan Closing Date (as revised, a “Final Confirmation”). Such Final Confirmation shall represent the definitive record (absent manifest error) of all such Loans made and Collateral pledged as security therefor. 3.7. No Loan shall be made unless at the time of making of such Loan: (a) the Borrower thereof is an Eligible Borrower, (b) the principal amount thereof is at least $10,000,000, (c) such Loan is secured by Eligible Collateral having an aggregate Collateral Value (measured as of the third Business Day prior to the Applicable Loan Closing Date) at least equal to the principal amount of such Loan, (d) each Item of Eligible Collateral securing such Loan has a Market Value (measured as of the third Business Day prior to the Applicable Loan Closing Date) of at least $10,000,000 (or, in the case of an Item of Eligible Collateral that is an SBA Pool Certificate, at least $1,000,000); (e) in the case of a Fixed Rate Loan, the Eligible Collateral securing same bears interest at a fixed rate, (f) in the case of a Floating Rate Loan, (i) the Eligible Collateral securing same bears interest at a floating rate and (ii) if such Floating Rate Loan is a Floating Rate Fed Funds Loan, the Eligible Collateral securing same consists solely of SBA Pool Certificates, (g) the Administrative Fee with respect to such Loan has been received in the Master TALF Collateral Account, and (h) with respect to each Item of New Acquisition Collateral (other than Primary Dealer Delivered Collateral) securing such Loan, the Haircut Amount and all Other Closing Amounts have been received in the Master TALF Collateral Account. Prior to authorizing the making of any Loan, Custodian, for the sole benefit of Lender, shall have confirmed, on the basis of its independent review, that each of the conditions set forth in this Loan Agreement and Section 3.7 have been satisfied (other than the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”condition set forth in Section 3.7(a)); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal that notwithstanding anything to the Revolving Credit Commitmentcontrary set forth herein or in the TALF Standing Loan Facility Procedures, minus the Letter Custodian’s confirmation of Credit Liabilities, Borrower whether or not any Collateral constitutes “Eligible Collateral” shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject be made without regard to the terms and conditions hereofrequirement that, with respect to any Borrower, Eligible Collateral not include any assets backed by underlying credit exposures that were originated or securitized by such Borrower may borrow, repay and reborrow hereunderor any of its Affiliates. 3.8. All Revolving Credit Loans will be collectively called the “Loans”. Notwithstanding (x) any receipt by Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate an Initial Loan Request or three Business Days prior notice Loan Request or (y) any delivery of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advancea Confirmation, (2i) the requested date of such Advance, (3) the purpose for such Advance, with each Advance Lender shall be under no obligation to be requested in a form satisfactory make any Loan or to Lenderaccept as Collateral any assets appearing on an Eligible Collateral Schedule or any Expected ABS Collateral, and (4ii) if such Advance will Lender’s approval of a request for a Loan shall be a Eurodollar Borrowingevidenced by, and the Loan shall be deemed made at the time of, the Interest Period applicable settlement of each Loan and the delivery of the Collateral therefor in accordance with Section 3.6. Upon the closing of a Loan and the transfer of funds in accordance with Section 3.6, none of Custodian, Administrator or Lender shall have any obligation to the Borrower to ensure that any such Borrowingfunds are applied in any manner whatsoever, and, upon any such transfer made at the direction of the Applicable Primary Dealer, none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any funds so transferred. 3.9. Administrator shall maintain accurate books and records, on both an aggregate and individual Borrower basis (b) The unpaid principal as well as by Primary Dealer), of the Loanseach Loan made hereunder, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. including (i) the Borrower mayand principal amount thereof, upon not less than three Business Days’ prior written or telephonic notice confirmed (ii) accrued interest thereon and all payments made in writing respect thereof, (iii) all payments and prepayments of principal thereof and (iv) the following Business Day to Lender, at any time Loan Repayment Amount with respect thereto. Such records shall be conclusive absent manifest error. 3.10. It is understood and agreed that a Primary Dealer may also be a Borrower hereunder. 3.11. The parties hereto acknowledge and agree that the procedures set forth in Sections 3.1 through 3.6 may be changed by Xxxxxx from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up time. Any such changes shall be communicated to the amount parties hereto via posting to the TALF Website, and, once posted, shall supersede the procedures set forth herein with respect to subsequent Loan Subscription Dates and Loan Closing Dates. 3.12. If a Loan is not made by which Lender on the Revolving Credit Commitment exceeds scheduled Loan Closing Date, Lender shall instruct Custodian to return to the sum applicable Primary Dealer, for further distribution to the applicable Borrower, as soon as practicable after such scheduled Loan Closing Date (x) any Haircut Amount and any Other Closing Amounts with respect to such requested Loan that had been received in the Master TALF Collateral Account, (y) each Item of all outstanding Revolving Credit Loans Eligible Collateral that would have secured such Loan that has been received in the Master TALF Collateral Account and Letter (z) only if the conditions set forth in paragraphs (a) through (f) of Credit LiabilitiesSection 3.7 were (or would have been) satisfied on such Loan Closing Date and each Item of Eligible Collateral that would have secured such Loan had been received in the Master TALF Collateral Account on or prior to such Loan Closing Date, the Administrative Fee with respect to such requested Loan; providedprovided that none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower for any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. amounts or Collateral so transferred to a Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeApplicable Primary Dealer. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to and in reliance upon the terms terms, conditions, representations and conditions set forth warranties in this Loan Agreement and the other Loan Documents, each Revolver Lender hereby severally agrees to provide make Revolver Loans to Borrower, on a revolving basis from time to time the Borrower during the period commencing on from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in Section 12.06(b), to and continuing through up to, but excluding, the Termination DateDate in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such amounts Revolver Lender’s Revolver Commitment as Borrower may request hereunder (the “Revolving Credit Loans”)then in effect; provided, provided however, that the total aggregate principal amount outstanding of all such Revolver Loans by all Revolver Lenders hereunder at any one time will outstanding together with the LC Exposure shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonAggregate Maximum Revolver Amount. Subject to the terms of this Agreement, during the period from the Closing Date to and conditions hereofup to, but excluding, the Termination Date in respect of the Revolver Facility, the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be described in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticethis Section 2.01(a). (ii) Upon Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Term Loan Lender severally, but not jointly, agrees to lend to the Borrower in a single advance on the Closing Date a Term Loan in an Event amount equal to such Lender’s Term Loan Commitment. The aggregate principal amount of Default specified in Section 9.01(ethe the Term Loans of the Lenders shall not exceed Forty-Five Million Dollars ($45,000,000). If all or any portion of the Term Loan Principal Debt is paid or prepaid by the Borrower, then the Revolving Credit Commitment and the commitment to issue, amend, extend, amount so paid or renew Letters of Credit shall automatically terminate without notice or other action by Lenderprepaid may not be reborrowed.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsOther Agreements, during the Original Term, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date shall make Loans and continuing through the Termination Date, such amounts as Borrower may request hereunder advances (the “Revolving Credit "Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”") minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to Eight Million Dollars ($8,000,000.00), subject to the amount by which collateral coverage covenant under Section 12(b) hereof. Unless and until Lender obtains one or more participants who agree to participate in the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter enter into participation agreements with Lender, the maximum amount of Credit Liabilities; providedLoans and advances by Lender is limited to $4,500,000.00. Borrower hereby authorizes Lender, in its sole discretion, to charge any of Borrower's accounts or advance Loans to make any payments of principal, interest, fees, costs or expenses required to be made under this Agreement or the Other Agreements. A request for a Loan shall be made or shall be deemed to be made, each in the following manner: Borrower shall give Lender same day notice, no later than 1:00 P.M. (determined based on the local time of Borrower at its principal place of business) for such day, of its request for a Loan. In the event that Borrower maintains a controlled disbursement account at Lender, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute a request for a Loan. As an accommodation to Borrower, Lender may permit telephone requests for Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such partial reduction communication or the authority of the Revolving Credit Commitment Person sending it. Borrower hereby irrevocably authorizes Lender to disburse the proceeds of each Loan requested by Borrower, or deemed to be requested by Borrower, as follows: the proceeds of each Loan requested under Section 2(a) shall be disbursed by Lender in an aggregate minimum amount lawful money of $100,000 and integral multiples the United States of $100,000 America in excess immediately available funds, in the case of that amount. the initial borrowing, in accordance with the terms of the written disbursement letter from Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to such termination or reduction of the Revolving Credit Commitment shall bank account as may be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment agreed upon by Borrower and the commitment Lender from time to issue, amend, extendtime, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderelsewhere if pursuant to a written direction from Borrower.

Loans. (a)  Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Lender hereby severally agrees to provide make loans (each such loan, a “Revolving Loan”) to Borrower, on a revolving basis the Parent Borrower in Dollars and to the Canadian Borrower in either Dollars or Canadian Dollars from time to time on any Business Day during the period commencing on Availability Period in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through the Termination Date, amount of such amounts as Borrower may request hereunder (the “Lender’s Revolving Credit Loans”)Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the total principal amount outstanding at any time will Total Revolving Outstandings shall not exceed $25,000,000.00 the Aggregate Revolving Commitments, (ii) the “aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment and (iii) the Total Revolving Canadian Outstandings shall not exceed the Canadian Borrower Sublimit. Within the limits of each Lender’s Revolving Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal , and subject to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the other terms and conditions hereof, Borrower the Borrowers may borrowborrow under this Section 2.01, repay prepay under Section 2.05, and reborrow hereunderunder this Section 2.01. All Revolving Credit Loans will may be collectively called Base Rate Loans, Eurodollar Rate Loans or CDOR Rate Loans, as further provided herein. Notwithstanding anything to the “Loans”contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan or CDOR Rate Loan. Each Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate its option may make Revolving Loans by causing any domestic or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount foreign branch or Affiliate of such requested AdvanceLender to make such Revolving Loan, (2) by advising the requested date Administrative Agents that such domestic or foreign branch or Affiliate of such Advance, (3) the purpose for Lender will make such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountLoan. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject Each Bank severally agrees, subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during on or after the period commencing on date hereof and prior to the Closing Date and continuing through the Termination Maturity Date, such amounts as Borrower may request hereunder (to make Loans to the “Revolving Credit Loans”); provided, however, the total Company in an aggregate principal amount outstanding at any one time will outstanding up to but not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If exceeding such Bank's Commitment at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereontime. Subject to the conditions precedent in this Agreement, any Loan repaid prior to the Maturity Date may be reborrowed prior to the Maturity Date pursuant to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunderof this Agreement. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rateoutstanding principal of, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereonon, and accrued and unpaid fees with respect to, the Loans shall be due and payable on May 3, 2000; PROVIDED, HOWEVER, that (PROVIDED that no Default shall have occurred and be continuing) the Termination Maturity Date may be extended for one or more successive periods of 364 days each pursuant to SECTION 2.1(C); and PROVIDED FURTHER, that the Company may elect, by written notice to the Agent delivered no later than 30 days prior to the then-effective Maturity Date, to repay the principal of all Loans outstanding as of such Maturity Date in one installment, which shall be due and payable 364 days after such Maturity Date. In the event the Company elects in accordance with this Agreement to repay the Loans in one installment, the outstanding principal balance of such Loans shall bear interest at a rate per annum equal to the Eurodollar Rate from time to time in effect plus the Eurodollar Margin from time to time in effect pursuant to the Pricing Schedule. Facility Fees shall continue to accrue and be payable during the period of any such extension. (b) Notwithstanding anything in this Agreement to the contrary, (i) no Bank shall be required to have Loans at any one time outstanding in an amount which shall exceed in the aggregate such Bank's Commitment, and (ii) if a Bank fails to make a Loan as and when required hereunder and the Company subsequently makes a repayment on the Notes, such repayment shall be split among the non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to the Commitment Percentage of the defaulting Bank) until each Bank has its Commitment Percentage of all outstanding Loans. Any balance of such repayment shall be divided among all Banks in accordance with their respective Commitment Percentages. (c) The Company may request that Banks extend the Maturity Date for additional successive 364-day periods. Should the Company desire that the Banks so agree, it shall make such request in writing (an "EXTENSION REQUEST") not earlier than 75 days and not later than 55 days before the then-current Maturity Date and shall provide the Banks with all such information in connection with such request that any Bank (through the Agent) may require. (i) Borrower The Banks may, upon not less than three Business Days’ prior written at their option, accept or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount reject such Extension Request by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides giving written notice to Lenderthe Agent delivered no earlier than 40 days prior to (but no later than 30 days prior to) the then-current Maturity Date (the "RESPONSE DATE"). If any Bank shall fail to give such notice to the Agent by the Response Date, such Bank shall be deemed to have rejected the requested extension. If the Extension Request is not consented to by Banks holding at least 51% of such termination or reduction the Commitments by the Response Date, the Extension Request will be rejected, and the amount of any partial reduction, and such termination or reduction Maturity Date will not be extended. If the Banks holding at least 51% of the Revolving Credit Commitment Commitments consent to the Extension Request by the Response Date, the Maturity Date for those Banks consenting to the extension (for purposes of this SECTION 2.1(C), the "ACCEPTING BANKS") shall be effective on automatically extended to the date specified in Borrower’s noticewhich is the 364th day after the then-current Maturity Date. (ii) Upon an Event If the Extension Request is consented to by Banks holding not less than 51% of Default specified in Section 9.01(ethe Commitments, but fewer than all Banks (any Bank not consenting to the Extension Request being referred to as a "REJECTING Bank"), the Revolving Credit Commitment Agent shall, within 48 hours of making such determination, notify the Accepting Banks and the commitment Company of the aggregate Commitments held by the Rejecting Banks (the "REJECTED AMOUNT"). Each Accepting Bank shall have the right, but not the obligation, to issueelect to increase its respective Commitment by an amount not to exceed the Rejected Amount, amendwhich election shall be made by notice from each Accepting Bank to the Agent given not later than five days after the date notified by the Agent, extendspecifying the amount of such proposed increase in such Accepting Bank's Commitment. If the aggregate amount of the proposed increases in the Commitments of all Accepting Banks making such an election does not equal or exceed the Rejected Amount, the Company shall have the right to add one or renew Letters more financial institutions (which are not Rejecting Banks and which are Eligible Assignees) as Banks (each a "PURCHASING BANK") to replace such Rejecting Banks, which Purchasing Banks shall have aggregate Commitments not greater than those of Credit the Rejecting Banks (less any increases in the Commitments of Accepting Banks, as described in the following CLAUSE (III)). The transfer of Commitments and outstanding Borrowings from Rejecting Banks to Purchasing Banks or Accepting Banks shall take place (on or prior to the then-current Maturity Date) on the effective date of, and pursuant to the execution, delivery and acceptance of, an Assignment and Acceptance in accordance with the procedures set forth in SECTION 12.6. (iii) (A) If less than 100% of the Commitments are extended (whether by virtue of the Company's failure to request an extension of the Aggregate Commitment or by virtue of any Bank's not consenting to any Extension Request), the Commitments shall automatically terminate without notice be reduced on the Maturity Date by an amount equal to (as the case may be) (i) the portion of the Commitments not requested to be extended by the Company in its Extension Request or other action (ii) the amount of the Rejected Amount (to the extent not replaced by LenderAccepting Banks or Purchasing Banks pursuant to the procedures set forth in SECTION 2.1(C)(II)). Notwithstanding the foregoing, each Rejecting Bank's outstanding Loans (after giving effect to the replacement of the Rejected Amount by Accepting Banks or Purchasing Banks pursuant to SECTION 2.1(C)(II)) may, at the Company's option, be repaid in a single installment due 364 days after the then-current Maturity Date as provided in SECTION 2.1(A).

Loans. (a) Subject Each Lender agrees, on the terms of this Agreement, to make revolving credit loans to the terms Company in Dollars during the period from and conditions set forth including the Closing Date to but excluding the Revolving Credit Termination Date (each, such Lender's "Revolving Credit Loans") in this Loan Agreement and an aggregate principal amount at any one time outstanding up to but not exceeding the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis amount of such Lender's Percentage Share of the Commitment as in effect from time to time, provided that at no time during shall the period commencing on Facility Usage be in excess of the Closing Date and continuing through the Termination Date, such amounts Borrowing Base as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonthen in effect. Subject to the terms and conditions hereofof this Agreement, Borrower during such period the Company may borrow, repay and reborrow hereunder. All by means of Base Rate Loans and Eurodollar Loans and may Convert Revolving Credit Loans will of one Type into Revolving Credit Loans of another Type (as provided in Section 2.07(a) hereof) or Continue Revolving Credit Loans of one Type as Revolving Credit Loans of the same Type; provided that no more than six separate Interest Periods in respect of Eurodollar Loans may be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than outstanding at any one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowingtime. (b) The unpaid principal of the LoansEach Lender agrees, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower mayterms of this Agreement, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to make a term loan to the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part Company by converting the Revolving Credit Commitment Loans pursuant to Section 3.01(a) hereof, in Dollars on the Revolving Credit Termination Date (such Lender's "Term Loan") in an amount up to but not exceeding the aggregate unpaid principal amount by which of such Lender's Revolving Credit Loans outstanding at the opening of business on the Revolving Credit Commitment exceeds Termination Date, provided that the sum Facility Usage shall not exceed the Borrowing Base as then in effect. Thereafter, the Company may Convert Term Loans of all outstanding Revolving Credit one Type into Term Loans and Letter of Credit Liabilities; provided, any such partial reduction another Type (as provided in Section 2.07(a) hereof) or Continue Term Loans of one Type as Term Loans of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of same Type; provided that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be no more than fifteen (15) Business Days after Borrower provides written notice to Lender) six separate Interest periods in respect of such termination or reduction and the amount of Eurodollar Loans may be outstanding at any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeone time. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “The Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonCommitments. Subject to the terms and -------------------------------- conditions and relying upon the representations and warranties herein set forth, each Bank with a Revolving Credit Committed Amount, severally and not jointly, agrees (each such agreement being herein called a "Revolving Credit Commitment") to make loans to the Borrower (the "Revolving Credit Loans") and to otherwise extend credit to the Borrower in the form of deemed participations in the Australian Term Loan Letter of Credit, Australian Revolving Loan Letter of Credit, Standby or Trade Letters of Credit, or as otherwise contemplated by Article III hereof, Borrower may borrow, repay at any time or from time to time on or after the Closing Date and reborrow hereunderto but not including the Revolving Credit Expiration Date. All A Bank shall have no obligation to make any Revolving Credit Loan to the extent that (A) the aggregate of all Revolving Credit Loans will be collectively called of such Bank which are outstanding plus the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice aggregate of each requested Advance bearing interest at rate all Letter of Credit Participating Interests of such Bank in outstanding Standby or Trade Letters of Credit exceed such Bank's Pro Rata Share (based on such Bank's Revolving Credit Proportion) of $80,000,000 plus the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of any Letter of Credit Participating Interests in any Letter of Credit Unreimbursed Draw in respect of the Australian Term Loan Letter of Credit and the Australian Revolving Loan Letter of Credit; or (B) such requested Advance, (2) the requested date of Bank's Revolving Credit Exposure at any time would exceed such Advance, (3) the purpose for Bank's Revolving Credit Committed Amount at such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowingtime. Further, the Interest Period applicable Banks shall have no obligation to such Borrowing. (b) The unpaid principal of make any Revolving Credit Loans on or after the LoansRevolving Credit Expiration Date. To the extent not due and payable earlier as provided herein, together with all accrued and unpaid interest thereon, Revolving Credit Loans shall be due and payable on the Termination Revolving Credit Expiration Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject Each Revolving Loan Lender severally agrees, subject to all of the terms and conditions set forth in of this Loan Agreement and the other Loan Documents(including, Lender hereby agrees without limitation, SECTIONS 5.1 AND 5.2 hereof), to provide make Revolving Loans to Borrower, on a revolving basis from time to time on or after the Effective Date and during the period commencing on the Closing Date and continuing through the Termination DateRevolving Loan Availability Period, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total in an aggregate principal amount outstanding at any one time will outstanding up to but not exceed $25,000,000.00 (the “exceeding such Revolving Credit Loan Lender's Revolving Loan Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the conditions in this Agreement, any such Revolving Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; PROVIDED, that any and conditions hereofall such Revolving Loans shall be due and payable in full at the end of the Revolving Loan Availability Period. Borrower, Borrower may borrowAgent and the Revolving Loan Lenders agree pursuant to Chapter 346 ("CHAPTER 346") of the Texas Finance Code, repay that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Revolving Notes or any Revolving Loan Obligation and reborrow hereunderthat neither the Revolving Notes nor any Revolving Loan Obligation shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. All The aggregate of all Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested made by the Revolving Loan Lenders in connection with a form satisfactory particular borrowing shall be equal to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing$500,000 or an integral multiple of $100,000 in excess thereof. (b) The unpaid principal Each Short Term Revolving Loan Lender severally agrees, subject to all of the Loansterms and conditions of this Agreement (including, together with without limitation, SECTIONS 5.1 AND 5.2 hereof), to make Short Term Revolving Loans to Borrower, from time to time on or after the Effective Date and during the Short Term Revolving Loan Availability Period, in an aggregate principal amount at any one time outstanding up to but not exceeding such Short Term Revolving Loan Lender's Short Term Revolving Loan Commitment. Subject to the conditions in this Agreement, any such Short Term Revolving Loan repaid prior to the Short Term Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; PROVIDED, that any and all accrued and unpaid interest thereon, such Short Term Revolving Loans shall be due and payable on in full at the Termination Date. (i) Borrower mayend of the Short Term Revolving Loan Availability Period. Borrower, upon Agent and the Short Term Revolving Loan Lenders agree that Chapter 346 shall not less than three Business Days’ prior written apply to this Agreement, the Short Term Revolving Notes or telephonic notice confirmed any Short Term Revolving Loan Obligation and that neither the Short Term Revolving Notes nor any Short Term Revolving Loan Obligation shall be governed by Chapter 346 or subject to its provisions in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum manner whatsoever. The aggregate of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of to be made by the Short Term Revolving Credit Commitment Loan Lenders in connection with a particular borrowing shall be in equal to $500,000 or an aggregate minimum amount of $100,000 and integral multiples multiple of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticethereof. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to 2.1 At the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to request of Borrower, on a revolving basis made at anytime and from time to time during the period commencing on the Closing Date term of this Agreement, and continuing through the Termination Date, such amounts so long as Borrower may request hereunder (is not then in default under the “Revolving terms of this Agreement and Borrower is in full, faithful and timely compliance with each and all the covenants, conditions, warranties and representations contained in this Agreement, and the Loan Term Sheet and/or any other agreement between Bank and Borrower, Bank will make advances as provided in the Loan Term Sheet. 2.2 All advances made, letters of credit issued and other financial accommodations extended by Bank to or for the account or benefit of Borrower under this Agreement shall be added to and deemed part of the Obligations and Credit Loans”); providedwhen made and/or issued. Notwithstanding any other provisions of this Agreement, howeverat no time shall Bank be obligated to provide any financial accommodations whenever the Maximum Credit Limit or sublimits provided for in the Loan Term Sheet are exceeded. If, the total principal amount outstanding at any time will not exceed $25,000,000.00 (for any reason such Maximum Credit Limited is exceeded or if any Maximum Sublimit on any subcomponent of the “Revolving Credit Commitment”) minus Credit, as provided in the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit CommitmentLoan Term Sheet, minus the Letter of Credit Liabilitiesis exceeded, then Borrower shall immediately repay pay to Lender Bank, in cash, the amount by which such excess amountMaximum Credit Limit or Maximum Sublimit is exceeded ("Over Line"). 2.3 Bank is hereby authorized to make the loans and the extensions of credit provided for in this Agreement based upon written instructions received from authorized representatives of Borrower. Borrower shall hold Bank harmless from any damages, plus all accrued but unpaid claims, or liability by reason of Bank's honor of, or failure to honor, any such instructions. Nevertheless, Bank reserves the rights to withhold advancing any loan hereunder pending receipt of such additional information as Bank may, from time to time, request. 2.4 Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at the Rate provided in the Loan Term Sheet. If any amount due under this Agreement is not paid when due or upon demand from Bank in the Event of a Default not waived by Bank, and without constituting a waiver by Bank, the Credit shall bear interest thereon. Subject to at the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunderDefault Rate provided in the Loan Term Sheet. All Revolving Credit Loans will interest chargeable under this Agreement that is based upon a per annum calculation shall be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based computed on the CB Floating Rate or three Business Days prior notice basis of each requested Advance bearing a 365-day year and actual days elapsed. All interest at rate based on LIBO Rate, specifying (1) payable by Borrower under the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, Credit shall be due and payable on the Termination Datefirst day of each calendar month during the term of this Agreement, and Bank may, at its option, elect to treat past due interest and any and all Bank Expenses not paid when due as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of this Agreement and the Loan Term Sheet. (i) 2.5 Bank shall render monthly statements of the Credit owing by Borrower mayto Bank, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum including statements of all outstanding Revolving Credit Loans principal, interest, fees and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reductionBank Expenses owing, and such termination or reduction of the Revolving Credit Commitment statements shall be effective on conclusively presumed to be correct and accurate and constitute an account stated between Borrower and Bank unless, within one hundred eighty (180) days after receipt thereof by Borrower, Borrower shall deliver to Bank, by registered or certified mail, at Bank's place of business indicated hereinabove, written objection thereto specifying the date specified error or errors, if any, contained in Borrower’s noticeany such statement. No failure by Bank to render any such monthly statements shall be deemed to impair or otherwise affect the Credit. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to Each Bank agrees, on the terms and conditions set forth in this Loan Agreement and the other Loan DocumentsAgreement, Lender hereby agrees to provide make Advances (including issuing Standby Letters of Credit) to Borrower, on a revolving basis or for Borrower from time to time during the period commencing on Revolving Loan Period in amounts such that the Closing Date aggregate principal amount of Advances (including the face amount of any Standby Letters of Credit and continuing through the Termination Dateface amount of the Bond Letters of Credit issued by such Bank) at any one time outstanding will not exceed the applicable Maximum Revolving Loan Amounts (each a “Revolving Loan” and collectively, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, . Within the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereofforegoing limit, Borrower may borrow, repay prepay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Advances at any time and from time to time terminate in whole or permanently reduce in part during the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLoan Period. (ii) Upon an Event At its discretion each Bank may from time to time issue, extend or renew standby trade and/or commercial letters of Default specified in Section 9.01(e)credit (“Standby Letters of Credit”) for the account of Borrower or its Subsidiaries; provided, the stated expiration date thereof shall not be later than the Revolving Credit Commitment and Loan Termination Date. The availability of Advances under the commitment to issue, amend, extend, or renew Revolving Loan shall be reduced by outstanding obligations of any Bank under any Standby Letters of Credit. All payments made by any Bank under any such Standby Letters of Credit (whether or not Borrower is the account party) and all fees, commissions, discounts and other amounts owed or to be owed to such Bank in connection therewith, shall automatically terminate without notice be deemed to be Advances under the applicable Revolving Note, and shall be repaid on demand, or until demand is made, in accordance with the applicable Revolving Note. Borrower shall complete and sign such applications and supplemental agreements and provide such other action documentation as Banks may require. The form and substance of all letters of credit and acceptances, including expiration dates, shall be subject to each Bank’s approval. Banks may charge a fee or commission for issuance, renewal or extension of a Standby Letters of Credit, such fee to be the Applicable Margin. Borrower unconditionally guarantees all obligations of any Subsidiary with respect to Standby Letters of Credit issued by Lendersuch Bank for the account of such Subsidiary. Upon a Default, Borrower shall, on demand, deliver to Banks good funds equal to 100% of Banks’ maximum liability under all outstanding Standby Letters of Credit, to be held as cash collateral for Borrower’s reimbursement obligations with respect to the Standby Letters of Credit and other Obligations. Any Standby Letters of Credit issued hereunder shall be governed by the International Standby Practices (1998) of the Institute of International Banking Law & Practice, International Chamber of Commerce Publication No. 590 (“ISP98”), as revised from time to time, except to the extent that the terms of such publication would limit or diminish rights granted to Banks hereunder or in any other Loan Document.

Loans. (a) Subject On the Closing Date, subject to the terms and satisfaction of the conditions set forth in this Section 2, (i) the Original Term Lender shall deem the Original Term Loan Agreement to be an outstanding Loan hereunder, with the Promissory Note and all related documentation being deemed terminated and replaced in all respects for the other Loan Transaction Documents, and (ii) each Additional Term Lender hereby agrees shall make, severally and not jointly, an Additional Term Loan to provide to Borrower, on a revolving basis from time to time during the period commencing on Company in the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to such Additional Term Lender’s Term Loan Commitment Percentage of the Revolving Credit Commitment, minus Additional Term Loans pursuant to written direction received from the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest Company at rate based on the CB Floating Rate or least three Business Days prior notice to the Closing Date. The Company shall pay interest to each Lender at the payment office indicated by such Lender to the Company on such Lender’s Term Loan Commitment Percentage of the aggregate outstanding principal amount of the Loans at the rate of 12.50% per annum, payable quarterly in arrears on the first day of each requested Advance bearing calendar quarter commencing April 1, 2024 (with the initial six months of accrued interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be being due and payable on the Termination Maturity Date. ), on each date when any principal amount is prepaid (ias to that principal amount then being prepaid) Borrower mayand on the Maturity Date (each such date, upon an “Interest Payment Date”) (if any Interest Payment Date is not less a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash. All payments of principal, interest and other amounts payable hereunder, or under any of the Transaction Documents shall be made not later than three Business Days’ prior written 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or telephonic notice confirmed other immediately available funds. All payments hereunder shall be made in writing cash, without any setoff, deduction, or withholding. Each payment (including each prepayment) by the following Business Day to Lender, at any time Company on account of the principal of and from time to time terminate in whole or permanently reduce in part interest on the Revolving Credit Commitment in an amount up Loans shall be applied to the amount by which Loans pro rata according to the Revolving Credit Term Loan Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction Percentages of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLenders. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions herein set forth in this Loan Agreement and the other Loan Documentsforth, each Lender hereby severally, but not jointly, agrees to provide make loans in Dollars (each such loan, a “Loan”), not to Borrowerexceed in the aggregate the Commitment Amount, to the Borrowers as follows: (i) an initial borrowing on a revolving basis from time the Closing Date, in the aggregate principal amount of $130,000,000 (the “Initial Borrowing”), (ii) additional borrowings in an aggregate principal amount not to time exceed $15,000,000 on up to two Additional Funding Dates during the period commencing Availability Period in respect of which a Notice of Borrowing has been delivered, (iii) on or after May 20, 2013, an additional borrowing in an aggregate principal amount not to exceed $5,000,000 on an Extended Funding Date during the Availability Period in respect of which a Notice of Borrowing has been delivered and (iv) on or after May 27, 2013, an additional borrowing in an aggregate principal amount not to exceed $5,000,000 on an Extended Funding Date during the Availability Period in respect of which a Notice of Borrowing has been delivered. The proceeds of such Loans shall be deposited into the Term Loan Priority Collateral Deposit Account. The Loans and Loan proceeds shall be allocated to the Borrowers in the manner specified in the Notice of Borrowing therefor and used in accordance with Section 2.8. Notwithstanding the preceding, prior to the entry by the Bankruptcy Court of a Final Order, the Commitment Amount shall be limited to the sum of $130,000,000, to the extent authorized by the Interim Order. The Commitments shall expire at the end of the Availability Period. The Commitment Amount shall be permanently reduced on the Closing Date and continuing through each Additional Funding Date and Extended Funding Date by the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total aggregate principal amount outstanding at of Loans made on such dates. In no event shall a Loan be made on any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate Additional Funding Date or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment Extended Funding Date in an amount up to which would exceed the amount by which Commitment Amount on such date. For the Revolving Credit Commitment exceeds the sum avoidance of all outstanding Revolving Credit doubt, Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall repaid cannot be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticereborrowed. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to U.S. Dollar Committed Loans. Each Lender with a U.S. Dollar Commitment severally agrees, on the terms and conditions set forth herein, to make loans (each a “U.S. Dollar Committed Loan”) in this Loan Agreement and Dollars to the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis Company from time to time on any Business Day during the period commencing on the Closing Date and continuing through the Termination Date, Availability Period in an aggregate amount not to exceed such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender’s U.S. Dollar Commitment at such time; provided, however, that after giving effect to any Committed Borrowing under this Section 2.01(a), (i) the total principal amount outstanding at any time will Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations shall not exceed $25,000,000.00 the Aggregate Commitments, (ii) the “Revolving Credit aggregate Outstanding Amount of Committed Loans, Swing Line Loans and L/C Obligations under the U.S. Dollar Tranche shall not exceed the Applicable Sublimit and (iii) the aggregate Outstanding Amount of the U.S. Dollar Committed Loans of any Lender, plus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all U.S. Dollar L/C Obligations, plus such Lender’s Applicable U.S. Dollar Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s U.S. Dollar Commitment”) minus . Within the Letter limits of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal each Lender’s U.S. Dollar Commitment, and subject to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the other terms and conditions hereof, Borrower the Borrowers may borrowborrow under this Section 2.01(a), repay prepay under Section 2.06, and reborrow hereunderunder this Section 2.01(a). All Revolving Credit U.S. Dollar Committed Loans will may be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Base Rate Loans or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Eurocurrency Rate Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Dateas further provided herein. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject The Lenders hereby establish, on the terms and conditions of this Agreement and in reliance upon the representations and warranties made hereunder, a revolving line of credit in favor of the Borrower in the aggregate principal amount up to the Total Revolving Credit Commitment and agree to make and remake one or more Loans ("Revolving Loans") to the Borrower, upon the terms and conditions set forth in this Loan Agreement and the other Loan DocumentsARTICLE III, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time on any Business Day during the period commencing on from the Closing Date and continuing date hereof through the Loan Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions provisions of this Agreement (including, without limitation, the schedule of reduction of Revolving Credit Commitments contained in SECTION 3.2(B) hereof), the Borrower may borrow, repay (without penalty except for LIBOR breakage costs under SECTION 4.11) and reborrow hereunder. All any amount of the Revolving Loans, provided that the aggregate principal amount of Revolving Loans outstanding at any one time may not exceed the Total Revolving Credit Commitment at such time; and provided further that the amount advanced by any Lender hereunder at any time shall not exceed such Lender's Revolving Credit Commitment at such time. Notwithstanding the foregoing, no Lender shall have any obligation to lend funds at any time when an Event of Default exists or when there exists any event or condition that, with the lapse of time, giving of notice or making of such advance, would constitute an Event of Default. The parties acknowledge that as of the date hereof, there is outstanding under the Summit Holding Credit Agreement an aggregate principal balance of $0.00 in respect of the revolving credit facility thereunder (together with interest thereon in an amount equal to $0.00). Effective as of the Closing, the Borrower unconditionally assumes Summit Holding's obligation to repay such amounts (together with any other amounts accruing with respect thereto after the date hereof to and including the Closing [FN] Date), and such revolving loans assumed by the Borrower shall be deemed to be converted to Revolving Loans will be collectively called hereunder. (b) Whenever the “Loans”. Lender reserves Borrower desires to borrow under the right Revolving Line of Credit, the Borrower shall give the Agent prior to require Borrower to give Lender not less than one 12:00 noon at least three (3) Business Day Days' prior notice of each requested Advance bearing interest LIBOR Loan and at rate based on the CB Floating Rate or three least one (1) Business Days Day's prior notice of each requested Advance bearing interest at rate based on LIBO RateBase Rate Loan to be made hereunder, specifying pursuant to a Notice of Borrowing. Each such Notice of Borrowing shall be irrevocable and shall specify (1i) the aggregate principal amount of the Revolving Loans to be made pursuant to such requested AdvanceBorrowing, and (2ii) the requested date of such Advance, the Borrowing (3the "Borrowing Date") the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day Day) and shall include an Interest Rate Election Notice. Upon the receipt of such Notice of Borrowing from the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Pro Rata Share of each Revolving Loan available to the Agent for the account of the Borrower in the form of an Advance at the office of the Agent in immediately available funds prior to 1:00 p.m. on the Borrowing Date. All wire transfers to the Agent shall be sent to the account described on the Agent's signature page hereto, unless otherwise instructed by the Agent. The proceeds of all such Advances will then be made available by 2:00 p.m. on the Borrowing Date to the Borrower by the Agent at the office of the Agent specified in SECTION 14.4 by crediting the aggregate amount of such Advances to the account of the Borrower on the books of such office or pursuant to other instructions of the Borrower as provided under subsection (c) below. Unless the Agent has been notified to the contrary prior to 1:00 p.m. on any Borrowing Date, the Agent may assume that each Lender has made an Advance in the amount of its Pro Rata Share of each Revolving Loan to the Agent on such Borrowing Date, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount as part of a Revolving Loan. If any Lender shall not be more than fifteen have made its required Advance available to the Agent in the manner set forth herein, such Lender agrees to pay to the Agent, on demand, such Advance, together with interest thereon for each day from the date such corresponding Revolving Loan amount is made available to the Borrower, until the date such Loan amount is repaid to the Agent, at the Effective Federal Funds Rate. If such Lender shall reimburse to the Agent its pro rata share of such Revolving Loan amount within three (153) Business Days after the Borrowing Date, such amount so reimbursed shall constitute such Lender's Advance as part of such Revolving Loan for purposes of this Agreement. If such Lender does not make its Advance available to the Agent within three (3) Business Days after the Borrowing Date, the Borrower provides written notice (to the extent the proceeds of the corresponding Revolving Loan amount have been made available by the Agent, on behalf of such Lender, to the Borrower) agrees to repay to the Agent on demand an amount equal to such defaulted Advance together with interest thereon at the rate applicable to the Revolving Loans disbursed on the Borrowing Date, for each date such amount is made available to the Borrower until such amount is repaid to the Agent. The failure of any Lender to make its required Advance available to the Agent shall not relieve any other Lender of its obligation hereunder to make its Advance on the respective Borrowing Date, or relieve the Lender who failed to make such Advance to subsequently make such Advance, or relieve any Lender (including the Lender who failed to make such Advance) of such termination or reduction and the amount its obligation, if any, hereunder to make its Advance as part of any partial reductionsubsequent Revolving Loans, and such termination or reduction of the Revolving Credit Commitment but no Lender shall be effective on responsible for the date specified in Borrower’s noticefailure of any other Lender to make the Advance of any other Lender as part of any Revolving Loan. (c) The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of each Revolving Loan under this Agreement (i) in accordance with the terms of any written instructions from the Borrower (provided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter), (ii) Upon pursuant to SECTION 4.10 hereof, to advance to the Lenders principal and interest payable hereunder, fees payable under SECTION 3.5 and any Lender's fees for cash management services provided by such Lender from time to time to the Borrower, or (iii) to the Borrower's controlled disbursement or depository accounts with its bank in an amount equal to the sum necessary to cover checks or other items of payment drawn by the Borrower upon such account and presented for payment, but in no event shall the Agent, on behalf of the Lenders, be obligated to make advances hereunder in amounts necessary to cover any such checks or other items of payment presented to the extent that the Borrower is not otherwise entitled to receive the proceeds of Revolving Loans in such amounts from the Agent, on behalf of the Lenders. The Borrower may at any time deliver to the Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (d) Each request for a Revolving Loan and each Advance made by a Lender for the benefit of the Borrower shall constitute a new certification by the Borrower as of the date of such request or Advance (i) that the representations and warranties of the Borrower contained in ARTICLE VI remain true and correct as of such date (except where such representation or warranty speaks as of a specified date) and (ii) that, with respect to and after giving effect to such Advance, no Event of Default, nor any event or condition that with notice, lapse of time or the making of any such Advance would constitute an Event of Default specified in Section 9.01(e)Default, has occurred and is continuing as of such date. (e) Notwithstanding any provision herein to the contrary, as an additional covenant of the Borrower hereunder, the Borrower shall maintain a zero ($0.00) balance under the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters Line of Credit shall automatically terminate without notice or other action by Lenderfor a period of at least five consecutive Business Days during each fiscal quarter, beginning with the fiscal quarter ending June 30, 1997.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, herein: (a) each Term A Lender hereby agrees to provide make a Term A Loan in Dollars to Borrower, the Company on the Closing Date in an aggregate principal amount not exceeding its Term A Commitment; (b) each Term B Dollar Lender agrees to make a revolving basis Term B Dollar Loan in Dollars to the Dutch Borrower on the Closing Date in an aggregate principal amount not exceeding its Term B Dollar Commitment; (c) each Term B Euro Lender agrees to make a Term B Euro Loan in Euros to the Dutch Borrower on the Closing Date in an aggregate principal Dollar Equivalent amount not exceeding its Term B Euro Commitment; (d) each U.S. Revolving Lender agrees to make U.S. Revolving Loans in Dollars to the Company from time to time during the period commencing on Revolving Availability Period in an aggregate principal amount that will not at any time result in such Lender’s Total Outstandings under the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “U.S. Revolving Credit Loans”)Facility exceeding its U.S. Revolving Commitment; and (e) each Multicurrency Revolving Lender agrees to make Multicurrency Revolving Loans in Dollars or Alternative Currency to the Company or the Dutch Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not at any time result in such Lender’s Total Outstandings under the Multicurrency Revolving Credit Facility exceeding its Multicurrency Revolving Commitment; provided, however, that the total principal aggregate Dollar Equivalent amount outstanding at any time will borrowed on the Closing Date under clauses (d) and (e) shall not exceed $25,000,000.00 (10,000,000. Within the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject foregoing limits and subject to the terms and conditions hereofset forth herein, Borrower the Borrowers may borrow, repay prepay and reborrow hereunderRevolving Loans. All Revolving Credit Loans will Amounts repaid or prepaid in respect of any Term Loan may not be collectively called reborrowed. The Commitments of the “Loans”Lenders, and the obligations of the Lenders, are several. The failure of any Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance make any Loan required to be requested in a form satisfactory to Lendermade by it shall not relieve any other Lender of its obligations hereunder, and (4) if such Advance will no Lender shall be a Eurodollar Borrowing, the Interest Period applicable responsible for any other Lender’s failure to such Borrowing. (b) The unpaid principal make any Loan or comply with any of its obligations as and when required under any or all of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination DateLoan Documents. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, (i) each US$ Lender hereby severally agrees to provide make loans to Borrowerthe Borrowers in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, on a revolving basis PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to make loans to the Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to make loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time and (iv) each Canadian Lender severally agrees to make C$ Loans to the Canadian Borrower in Canadian Dollars during the period commencing on Commitment Period in accordance with the Closing Date terms and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter provisions of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonAnnex A hereto. Subject to the terms and conditions hereofof this Agreement, Borrower during such period the Borrowers may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “US$ Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and may convert such Borrowing. (b) The unpaid principal Loans of one Type into Loans of the Loansother Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, together with all accrued and unpaid interest thereon, Multi-Currency Loans other than Dollar-denominated Multi-Currency Loans shall be due made, maintained and payable on the Termination Datecontinued as Eurocurrency Loans. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) (i) Subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, each Tranche A Lender hereby severally agrees to provide make revolving credit loans (the “Tranche A Loans”) to Borrower, on a revolving basis the Borrower from time to time during the period commencing on Tranche A Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Tranche A Lender’s Tranche A Aggregate Exposure Percentage of the Closing Date and continuing through Tranche A L/C Obligations then outstanding does not exceed the Termination Dateamount of such Tranche A Lender’s Tranche A Commitment. During the Tranche A Commitment Period, such amounts as the Borrower may request hereunder (use the “Revolving Credit Loans”); providedTranche A Commitments by borrowing, howeverprepaying the Tranche A Loans in whole or in part, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitmentand reborrowing, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to in accordance with the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (bi) The unpaid principal of the Loans, together with Borrower shall pay all accrued and unpaid interest thereon, shall be due and payable outstanding Tranche A Loans on the Tranche A Termination Date. (i) Subject to the terms and conditions of this Agreement, each Tranche B Lender severally agrees to make revolving credit loans (the “Tranche B Loans”) to the Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate during the Tranche B Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Tranche B Lender’s Tranche B Aggregate Exposure Percentage of the Tranche B X/C Obligations then outstanding does not exceed the amount of such Lender’s Tranche B Commitment. During the Tranche B Commitment Period, the Borrower may use the Tranche B Commitments by borrowing, prepaying the Tranche B Loans in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reductionpart, and such termination or reduction of reborrowing, all in accordance with the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeterms and conditions hereof. (ii) Upon an Event of Default specified The Borrower shall pay all outstanding Tranche B Loans on the Tranche B Termination Date. (c) The Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with this Section, Section 9.01(e), the Revolving Credit Commitment 3.2 and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by LenderSection 3.7.

Loans. (a) Subject to and upon the terms and conditions set forth in this Loan Agreement contained herein, (i) each Lender severally (and the other Loan Documents, Lender hereby not jointly) agrees to provide fund its Pro Rata Share of Revolving Loans to Borrower, on a revolving basis Borrowers from time to time during in amounts requested by Borrowers up to the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time equal to the lesser of: (A) the Borrowing Base at such time or (B) the Maximum Credit. (ii) Swing Line Lender agrees that it will not exceed $25,000,000.00 make loans (the “Revolving Credit CommitmentSwing Line Loans”) minus to the Administrative Borrower for the account of the applicable Borrower equal to the principal amount of the Swing Line Loan requested by any Borrower (or Administrative Borrower on behalf of a Borrower) to be made on such day, provided, that, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Liabilities. If Obligations outstanding with respect to all Borrowers at any one time shall not exceed the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter lesser of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1A) the Borrowing Base at such time or (B) the Maximum Credit and the aggregate principal amount of such requested Advance, (2) the requested date of such Advance, (3) Swing Line Loans outstanding to all Borrowers at any one time shall not exceed the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such BorrowingSwing Line Loan Limit. (b) The unpaid principal of On the Loansterms and subject to the conditions hereof, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) each Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and may from time to time terminate in whole or permanently reduce in part borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Lender shall be required to make any Revolving Loan, if, after giving effect thereto the Revolving Credit Commitment in an aggregate outstanding principal amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans of such Lender, together with such Lender’s Pro Rata Share of the aggregate amount of all Swing Line Loans and Letter of Credit Liabilities; providedObligations, any would exceed such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountLender’s Commitment. Borrower’s notice to Swing Line Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen required to make Swing Line Loans: (15i) Business Days if, after Borrower provides written notice giving effect thereto, either (A) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Limit or (B) the aggregate outstanding principal amount of all Revolving Loans, together with the aggregate amount of all Swing Line Loans and Letter of Credit Obligations, would exceed the lesser of (1) the Borrowing Base or (2) the Maximum Credit and (ii) at any time when any Lender is at such time a Defaulting Lender or a Deteriorating Lender, unless Swing Line Lender has entered into satisfactory arrangements with Borrowers and/or such Lender with respect to such Defaulting Lender or Deteriorating Lender, as the case may be. Each Swing Line Loan shall be subject to all of the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall be payable to the Swing Line Lender solely for its own account. All Revolving Loans and Swing Line Loans shall be subject to the settlement among Lenders provided for in Section 6.10 hereof. (c) Upon the making of a Swing Line Loan or a Special Agent Advance (whether before or after the occurrence of a Default or Event of Default) or any Loan by Agent as provided in Section 6.10 hereof, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender or Agent, without recourse or warranty, an undivided interest and participation to the extent of such termination Lender’s Pro Rata Share in such Swing Line Loan, Special Agent Advance or reduction other Loan. To the extent that there is no settlement in accordance with Section 6.10 below, the Swing Line Lender or Agent, as the case may be, may at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swing Line Loan, Special Agent Advance or other Loan, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Line Loan or Special Agent Advance (d) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the lesser of the Borrowing Base or the Maximum Credit. (e) In the event that the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceeds the lesser of the Borrowing Base or the Maximum Credit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeexcess(es) for which payment is demanded. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and herein, the other Loan Documents, Lender hereby agrees to provide make revolving loans (together with any Loans outstanding under the Existing Credit Agreement as of the Restatement Date, each such loan, a “Revolving Loan”) to Borrower, on a revolving basis the Borrower in Dollars or in one or more Alternative Currencies from time to time time, on any Business Day during the period commencing on Revolving Availability Period, in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through amount of the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Commitment; provided, however, that after giving effect to any borrowing under this Section 2.01(a), (i) the total principal amount outstanding at any time will Outstanding Amount of all Revolving Loans, plus the Outstanding Amount of all L/C Obligations, shall not exceed $25,000,000.00 the Revolving Commitment, and (ii) the “aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of the Revolving Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal , and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01(a). A Revolving Loan may be a Base Rate Loan or a Eurocurrency Rate Loan, as further provided herein. All Loans outstanding under the Existing Credit CommitmentAgreement as of the Restatement Date shall be deemed to be Revolving Loans outstanding hereunder as of the Restatement Date, minus and from and after the Letter of Credit Liabilities, Borrower Restatement Date shall immediately repay be subject to Lender such excess amount, plus all accrued but unpaid interest thereon. and governed by the terms and conditions hereof. (b) Subject to the terms and conditions hereofset forth herein (including those specified in Sections 2.01(c), Borrower may borrow4.01 and 4.02), repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the Lender agrees to make a single term loan (the “LoansTerm Loan”. Lender reserves ) to the right to require Borrower to give Lender not less than one in Dollars on any Business Day prior notice occurring during the Term Loan Availability Period in an amount not to exceed the Term Commitment. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Term Loan may be a Base Rate Loan or a Eurocurrency Rate Loan, as further provided herein. From and after the earlier to occur of each requested Advance bearing interest at rate based (i) date on which the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying Lender makes the Term Loan to the Borrower hereunder and (1ii) the aggregate amount of such requested Advancedate occurring 46 days after the Restatement Date, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance Term Commitment shall terminate and be deemed to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowingzero Dollars for all purposes hereunder. (bc) The unpaid principal In addition to the satisfaction of the Loans, together with all accrued applicable conditions set forth herein (including in Sections 4.01 and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e4.02), the Revolving Credit Commitment obligation of the Lender to make the Term Loan shall be conditioned upon its receipt of a completed Compliance Certificate executed by the Borrower and demonstrating the commitment Borrower’s compliance with the financial covenants set forth in Section 7.11 on a pro forma basis (after giving effect to issue, amend, extend, or renew Letters the making of Credit shall automatically terminate without notice or other action by Lenderthe Term Loan hereunder) as of the last day of the fiscal quarter of the Borrower most recently ended.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Loan Agreement and the other Loan DocumentsAncillary Agreements, Lender hereby agrees Laurus may make loans (the "Loans") to provide to Borrower, on a revolving basis Company from time to time during the period commencing Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and continuing through a Revolving Note evidencing the Termination Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $2,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date . Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $2,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $2,000,000 (the difference of $2,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such amounts portion of the balance of the Revolving Note as Borrower may request hereunder (shall equal the “Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Credit Loans”); providedNote and transferred to, howeverand evidenced by, the total principal amount outstanding Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter its discretion to make and charge to Company's account, a Loan to Company as of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed such date in an amount equal to such unpaid interest, fees, costs or charges. (iv) If Company at any time fails to perform or observe any of the Revolving Credit Commitmentcovenants contained in this Agreement or any Ancillary Agreement, minus Laurus may, but need not, perform or observe such covenant on behalf and in the Letter name, place and stead of Credit LiabilitiesCompany (or, Borrower at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall immediately repay be charged to Lender Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such excess amountcovenants of Company, plus Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all accrued but unpaid interest thereon. Subject instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (v) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vi) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal Following the occurrence of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(ewhich continues to exist, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (subsequent notice of which Laurus shall provide to Company), Company shall be deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which shall at any time constitute Eligible Accounts (the Revolving Credit Commitment "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to enter into any such documentation shall not impair or affect the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by LenderReceivables Purchase in any manner whatsoever.

Loans. (a) Subject to Lender agrees, on the terms and conditions set forth of this Agreement, to make a single loan (the “Acquisition Loan”) on a non-revolving, basis to Borrower in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to BorrowerDollars, on the Closing Date, in an amount equal to the Acquisition Loan Commitment. The Acquisition Loan shall be advanced for the purpose of financing a portion of Borrower’s cost of acquiring its interest in the Project in accordance with the Disbursement Budget. (b) Lender agrees, on the terms and conditions of this Agreement, to make loans (each such loan being a “Project Loan” and collectively, the “Project Loans”) on a non-revolving basis to Borrower in Dollars from time to time during in amounts equal to the period commencing on the Closing Date and continuing through the Termination Date, aggregate amount of Project Loans to be made at such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)time; provided, however, in no event shall the total aggregate principal amount outstanding advanced by Lender in respect of Project Loans at any one time will not outstanding exceed $25,000,000.00 Lender’s Project Loan Commitment. The Project Loans shall be advanced for the payment of Project Loan Costs in accordance with the Project Loan Budget and Disbursement Budget. (the “Revolving Credit Commitment”c) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit CommitmentLender agrees, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to on the terms and conditions hereofof this Agreement and the Building Loan Agreement, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called to make a loan (the “LoansBuilding Loan”. Lender reserves the right ) on a non-revolving, basis to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and Dollars from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up amounts equal to the amount by which of the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit LiabilitiesBuilding Loan to be made at such time; provided, any such partial reduction however, in no event shall the aggregate principal amount advanced by Lender in respect of the Revolving Credit Building Loan at any one time outstanding exceed the Building Loan Commitment. The Building Loan shall be advanced for the payment of Hard Costs and Soft Costs in accordance with the Building Loan Budget and Disbursement Budget. ny-1258385 (d) Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate principal amount of all Loans advanced by Lender at any one time outstanding exceed Lender’s Commitment. Lender’s Commitment shall be subject to reduction if Borrower proposes and Lender approves a revised Budget in an aggregate minimum amount of $100,000 accordance with Sections 7.1(e) and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice8.17. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolving Lender hereby severally agrees to provide make loans (each such loan, a “Revolving Loan”) to Borrower, on a revolving basis the Borrower from time to time time, on any Business Day during the period commencing on the Closing Date and continuing through the Termination DateAvailability Period, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal in an aggregate amount outstanding not to exceed at any time will outstanding the lesser of (x) the amount of such Revolving Lender’s Revolving Commitment, or (y) such Lender’s Revolving Credit Facility Applicable Percentage of the Revolving Loan Cap; subject in each case to the following limitations: (i) after giving effect to any Revolving Borrowing, the Total Revolving Outstandings shall not exceed $25,000,000.00 the Revolving Loan Cap, (ii) after giving effect to any Revolving Borrowing, the “aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Revolving Credit Facility Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Revolving Lender’s Revolving Commitment”, and (iii) minus The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit LiabilitiesSublimit. If at any time Within the outstanding limits of each Revolving Credit Loans exceed an amount equal Lender’s Revolving Commitment, and subject to the Revolving Credit Commitmentother terms and conditions hereof, minus the Letter of Credit LiabilitiesBorrower may borrow under this Section 2.01(a), Borrower shall immediately repay to Lender such excess amountprepay under Section 2.04, plus all accrued but unpaid interest thereon. and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions hereofset forth herein, Borrower may borroweach Tranche A Term Lender severally agrees to make a loan (collectively, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “LoansTranche A Term Loan”. Lender reserves ) to the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) First Amendment Effective Date in an aggregate principal amount equal to such Tranche A Term Lender’s Tranche A Term Loan Commitment in immediately available funds in accordance with instructions provided by the Borrower. The aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and Tranche A Term Loan shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeaggregate Tranche A Term Loan Commitments. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentshereof, each Lender hereby agrees to provide make loans to Borrower (herein called such Lender’s “Loans”) upon Borrower, on a revolving basis ’s request from time to time during the period commencing Commitment Period, provided that (a) subject to Sections 3.3, 3.4 and 3.6, Loans of the same Type shall be made by Lenders in accordance with their respective Percentage Shares and as part of the same Borrowing, and (b) after giving effect to such Loans, (i) the Facility Usage does not exceed the Aggregate Commitment, and (ii) the Facility Usage does not exceed the lesser of the Borrowing Base or the Aggregate Commitment then in effect. The obligation of Borrower to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender’s “Note”) made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein. Each Note shall be due and payable as provided herein, and shall be due and payable in full on the Closing Date and continuing through the Termination Maturity Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay repay, and reborrow Loans hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolving Lender hereby severally agrees to provide make revolving loans (each such loan, a "Committed Revolving Loan") to Borrower, on a revolving basis the Borrower in Dollars or an Alternative Currency from time to time time, on any Business Day during the period commencing Availability Period for the Aggregate Revolving Commitments, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender's Revolving Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender's Revolving Commitment, and (iii) the aggregate amount of all Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Xxxxxx's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Revolving Loans may be Daily Rate Loans or Term Rate Loans, as further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be made as Base Rate Loans, unless the Borrower submits a funding indemnity letter, in form and continuing through substance satisfactory to the Termination Administrative Agent, at least three (3) Business Days prior to the Closing Date, such amounts as Borrower may request hereunder for any Daily Rate Loans or Term Rate Loans requested to be made in Dollars on the Closing Date or at least four (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”4) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal Business Days prior to the Revolving Credit CommitmentClosing Date, minus for any Daily Rate Loans or Term Rate Loans requested to be made in Alternative Currencies on the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Closing Date. (b) Subject to the terms and conditions hereofset forth herein, each Term Lender severally agrees to make a single loan (each such loan, a "Term Loan") to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based in Dollars on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateClosing Date, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount not to exceed such Term Lender's Term Commitment. Each Term Borrowing shall consist of $100,000 and integral multiples Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of $100,000 in excess of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Rate Loans, as further provided herein; provided that amount. Borrower’s notice to Lender shall designate any Term Loans made on the date (which Closing Date shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and Base Rate Loans unless the amount of any partial reduction, and such termination or reduction of Administrative Agent receives the Revolving Credit Commitment shall be effective on funding indemnity letter within the date specified in Borrower’s noticetime period required Section 2.01(a). (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolving Lender hereby severally agrees to provide make revolving loans (each such loan, a “Committed Revolving Loan”) to Borrower, on a revolving basis the Borrower in Dollars or an Alternative Currency from time to time time, on any Business Day during the period commencing Availability Period for the Aggregate Revolving Commitments, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, that, after giving effect to any Committed Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment, and (iii) the aggregate amount of all Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Revolving Loans may be Daily Rate Loans or Term Rate Loans, as further provided herein; provided, that, all Committed Revolving Borrowings made on the Closing Date shall be made as Base Rate Loans, unless the Borrower submits a funding indemnity letter, in form and continuing through substance satisfactory to the Termination Administrative Agent, at least three (3) Business Days prior to the Closing Date, such amounts as Borrower may request hereunder for any Daily Rate Loans or Term Rate Loans requested to be made in Dollars on the Closing Date or at least four (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”4) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal Business Days prior to the Revolving Credit CommitmentClosing Date, minus for any Daily Rate Loans or Term Rate Loans requested to be made in Alternative Currencies on the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Closing Date. (b) Subject to the terms and conditions hereofset forth herein, each Term Lender severally agrees to make a single loan (each such loan, a “Term Loan”) to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based in Dollars on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateClosing Date, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount not to exceed such Term Lender’s Term Commitment. Each Term Borrowing shall consist of $100,000 and integral multiples Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of $100,000 in excess of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Rate Loans, as further provided herein; provided that amount. Borrower’s notice to Lender shall designate any Term Loans made on the date (which Closing Date shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and Base Rate Loans unless the amount of any partial reduction, and such termination or reduction of Administrative Agent receives the Revolving Credit Commitment shall be effective on funding indemnity letter within the date specified in Borrower’s noticetime period required Section 2.01(a). (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and Agreement, the other Loan Documents, Lender hereby agrees to provide make Pre-Event Loans in dollars to Borrower, on a revolving basis from time to time the Borrower not more than twice in each Calendar Quarter during the period commencing on January 1, 2002 and ending on the Closing Date and continuing through the Commitment Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, that (i) the total aggregate principal amount outstanding at any time will of all Pre-Event Loans made by the Lender to the Borrower shall not exceed $25,000,000.00 the Maximum Pre-Event Amount and (ii) the “Revolving Credit Commitment”) minus aggregate principal amount of Term Loans made by the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal Lender to the Revolving Credit Commitment, minus Borrower during any Calendar Quarter shall not exceed the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Maximum Quarterly Amount. (b) Subject to the terms and conditions hereofof this Agreement (including, without limitation, Section 6.03), the Lender agrees to make Post-Event Loans in dollars to the Borrower may borrownot more than twice in each Calendar Quarter during the period commencing on July 1, repay 2002 and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based ending on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateCommitment Termination Date; provided, specifying however, that (1i) the aggregate principal amount of such requested Advance, all Post-Event Loans made by the Lender to the Borrower shall not exceed the Maximum Post-Event Amount and (2ii) the requested date aggregate principal amount of such Advance, (3) Term Loans made by the purpose for such Advance, with each Advance Lender to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such BorrowingBorrower during any Calendar Quarter shall not exceed the Maximum Quarterly Amount. (bc) The unpaid Subject to the terms and conditions of this Agreement, each Term Loan shall be made on the applicable Borrowing Date only in a principal amount of $1,000,000 or an integral multiple of $250,000 in excess thereof. To the Loansextent that the Maximum Pre-Event Amount or the Maximum Post-Event Amount exceed the Pre-Event Loans outstanding or the Post-Event Loans outstanding, together with all accrued and unpaid interest thereonrespectively, by an amount less than $1,000,000, then any Borrowing Request for a Pre-Event Loan or Post-Event Loan, as the case may be, shall be due and payable on issued by the Termination DateBorrower for such amount. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and herein, the other Loan Documents, Lender hereby agrees to provide make loans (each such loan, a “Revolving Loan”) to either Borrower, on a revolving basis in Dollars, from time to time time, on any Business Day during the period commencing Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Commitment; provided, that, after giving effect to any Revolving Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Facility. Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow Revolving Loans, prepay under Section 2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, Revolving Borrowings made on the Closing Date and continuing through or any of the Termination Date, such amounts three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower may request hereunder delivers a Funding Indemnity Letter not less than three (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”3) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal Business Days prior to the date of such Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonBorrowing.  (b) Subject to the terms and conditions hereofset forth herein, Borrower may borrowthe Lender agrees to make loans (each such loan, repay and reborrow hereunder. All a “Reducing Revolving Credit Loans will be collectively called the “LoansLoan”. Lender reserves the right ) to require Borrower either Borrower, in Dollars, from time to give Lender not less than one time, on any Business Day prior notice during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of each requested Advance bearing interest at rate based the Reducing Revolving Commitment. Reducing Revolving Borrowings repaid or prepaid may not be reborrowed. Reducing Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, Reducing Revolving Borrowings made on the CB Floating Rate Closing Date or any of the three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) Business Days following the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, Closing Date shall be due and payable on made as Base Rate Loans unless the Termination Date. (i) applicable Borrower may, upon delivers a Funding Indemnity Letter not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (153) Business Days after Borrower provides written notice prior to Lender) the date of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Reducing Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeBorrowing. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. In the event Borrower desires Bank to make Advances to Borrower in connection with a proposed Eligible Mortgage Loan, no sooner than ten (a10) Subject days prior to the date when Borrower would like an Advance for any Mortgage Loan (or such longer amount of time necessary to obtain any third party reports or appraisals required by Bank), Borrower shall submit to Bank a comprehensive underwriting package in connection with such proposed Eligible Mortgage Loan for Bank’s consideration (each a “Submission Package”). Such Submission Package shall, to the extent applicable or available, include an Advance Request, Borrowing Base Certificate, appraisal, detailed budget, plans for the Lot Development (if a Lot Development Loan), lot sales contract or similar agreement, title commitment for the Mortgage Policy together with all endorsements that will be issued to Borrower, the Mortgage Paper (including, without limitation, a Mortgage Guaranty from a guarantor acceptable to Bank) which, among other things, shows the maximum loan amount of the Mortgage Loan, the final closing statement for the Mortgage Loan, environmental reports, soils reports, inventory reports, market reports, zoning verification, insurance certificates, the recorded plat showing the municipality and subdivision where the Finished Lot is located, financial statements and tax returns for the Mortgage Loan Obligors and the guarantor for the Mortgage Loan, any other information required on the builder involved in the Mortgage Loan, and all information necessary for Lender to determine the Borrowing Base for such proposed Eligible Mortgage Loan. Borrower shall also submit such other information as Bank shall request in connection with such proposal. In the event Bank approves of such proposed Eligible Mortgage Loan, such Eligible Mortgage Loan shall be eligible for one or more Advances under this Agreement in accordance with the approved budget and Borrowing Base approved by Lender up to the Borrowing Limit and in accordance with the terms of the Eligible Mortgage Loan Approval Letter (as hereinafter defined). Notwithstanding anything contained in this Agreement to the contrary, Lender shall not be obligated to approve any proposed Mortgage Loan or Eligible Mortgage Loan and conditions may disapprove any Mortgage Loan or Eligible Mortgage Loan in its sole and absolute discretion for any reason or for no reason (including, without limitation, in the event Bank does not approve the subdivision, the builder, the guarantor, the loan amount of the Mortgage Loan, or any other reason). Notwithstanding the face amount of the Note or the maximum Borrowing Base set forth in this Agreement, nothing contained herein shall obligate Lender to approve Projects and Borrowing Bases up to such amounts. In the event Bank approves an Advance Request and a Submission Package then subject to the terms of this Agreement, Bank shall make one or more Advances (hereinafter called, individually, a “Loan” and, collectively, the “Loans”) to Borrower for Approved Purposes in an aggregate principal amount at any one time outstanding up to but not exceeding the Borrowing Limit in accordance with an Eligible Mortgage Loan Agreement Approval Letter (herein so called) which will be executed and delivered by Borrower and Lender setting forth the specific terms for the Loan (including, without limitation, the aggregate Advances available, the repayment terms applicable to the Loan, the partial release prices for the collateral secured by the Mortgage and the other approved lot purchaser and lot sales contract) in accordance with an Eligible Mortgage Loan DocumentsApproval Letter (herein so called) which will be executed and delivered by Borrower and Lender setting forth the specific terms for the Loan (including, without limitation, the aggregate Advances available, the repayment terms applicable to the Loan, the partial release prices for the collateral secured by the Mortgage and the approved lot purchaser and lot sales contract). In no event shall Lender hereby agrees ever be obligated to provide make Advances in excess of Five Million and No/100 Dollars ($5,000,000.00) with respect to BorrowerEligible Mortgage Loans where the Mortgage Loan Obligors are affiliated, on a revolving basis controlled by the same group or under common control or have the same principals, all as determined by Lender (the “Related Borrower Funding Limitation”). Within the limit of the Borrowing Limit in effect from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereoftime, Borrower may borrow, repay repay, and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part from the Revolving Credit Commitment in an amount up Closing Date to the earlier of (a) the maturity date of the Note, or (b) the termination of Bank’s Commitment hereunder. If, by virtue of payments made on the Note, the principal amount by which owed on the Revolving Credit Commitment exceeds Note during its term reaches zero at any point, Borrower agrees that all of the sum Collateral and all of the Loan Documents shall remain in full force and effect to secure any Advances made thereafter, and Bank shall be fully entitled to rely on all of the Collateral and all of the Loan Documents unless an appropriate release of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, or any such partial reduction part of the Revolving Credit Commitment Collateral or all or any part of the Loan Documents has been executed by Bank and recorded in the applicable real property or UCC records. The Principal Balance may not exceed the Borrowing Limit at any time. Borrower shall maintain the outstanding principal balance of the Note in such a manner as to not exceed the Borrowing Base for each Eligible Mortgage Loan and the Borrowing Limit and Borrower shall be in an aggregate minimum amount required to make prepayments of $100,000 and integral multiples the principal balance of $100,000 in excess of the Loan so that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction Principal Balance and the amount maximum Borrowing Base for each Mortgage Loan in question (and the aggregate Borrowing Limit) is in compliance with the requirements and limitations of any partial reductionthis Agreement. In the event Bank makes an Advance on an Eligible Mortgage Loan and then the Mortgage Loan is no longer classified as an Eligible Mortgage Loan then within ten (10) days Borrower shall pay to Bank all Advances made by Bank in connection with such Mortgage Loan which remain outstanding or, if Bank approves (in its sole and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(eabsolute discretion), provide Bank with a substitute Eligible Mortgage Loan to replace the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action Mortgage Loan that is no longer classified by Lenderan Eligible Mortgage Loan.

Loans. (a) Subject From and including the Effective Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.02 and 4.03 (as applicable), each Lender severally and not jointly agrees, on the terms and conditions set forth in this Loan Agreement and the other Loan DocumentsAgreement, Lender hereby agrees to provide make Loans to Borrower, on a revolving basis any Borrower from time to time during in amounts not to exceed in the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding aggregate at any one time will outstanding its Pro Rata Share of the Aggregate Commitment; provided that after giving effect to such Loans, (x) the Aggregate Outstanding Credit Exposure, shall not exceed $25,000,000.00 the Aggregate Commitment at such time and (y) with respect to any Lender, Outstanding Credit Exposure shall not exceed such Lender’s Commitment at such time, which Loans (other than Swing Line Loans) may, at the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitmentapplicable Borrower’s election, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonbe denominated in Dollars or a Foreign Currency. Subject to the terms and conditions hereofof this Agreement, any Borrower may borrow, repay and reborrow hereunderLoans at any time prior to the Facility Termination Date. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right The Commitments to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based lend hereunder shall expire automatically on the CB Floating Rate or three Business Days prior notice Facility Termination Date. Each Loan shall be made severally by each Lender in accordance with such Lender’s Pro Rata Share of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such BorrowingAggregate Commitment. (b) The unpaid principal WBA may at any time from time to time, upon prior written notice by WBA to the Administrative Agent, increase the Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to Seven Hundred Fifty Million Dollars ($750,000,000) with additional Commitments from any existing Lenders and/or with new Commitments from any other Person selected by WBA and reasonably acceptable to the Loans, together with all accrued Administrative Agent and unpaid interest thereon, shall be due and payable on the Termination Date.Swing Line Lender; provided that: (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the Revolving Credit time of any such increase; (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in an aggregate minimum amount of $100,000 such Lender’s sole and integral multiples of $100,000 in excess of that amount. Borrower’s notice to absolute discretion; (iv) (A) any new Lender shall designate join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, WBA shall (x) deliver to the Administrative Agent a certificate dated as of the date of such increase signed by an Authorized Officer of WBA (A) certifying and attaching the resolutions adopted by WBA approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be a Business Day true and shall not be more than fifteen (15correct in all respects) Business Days after Borrower provides written notice to Lender) on and as of the date of such termination increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or reduction “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and (2) no Default or Unmatured Default exists immediately before or after giving effect to the incurrence of such increase and (y) pay any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In connection with the effectiveness of any increase under this Section 2.01(b), (x) the Commitment Schedule shall be deemed amended to reflect such increase and the amount of any partial reduction, updated Commitments and such termination or reduction Pro Rata Shares of the Revolving Credit Lenders, (y) the Administrative Agent shall promptly notify WBA and the Lenders of the updated Commitment Schedule and (z) to the extent necessary to keep any outstanding Loans (and any participations in Swing Line Loans) allocated ratably to the Lenders in accordance with their updated Pro Rata Shares, WBA shall (or shall cause the applicable Borrower to) prepay (or, if the Administrative Agent determines in its sole discretion that a re-allocation of the Loans can be effective accomplished without any cash prepayments or new cash Loans by the Lenders, be deemed to have prepaid) any Loans owing by it (or such Borrower, as applicable) and outstanding on the date specified of any such increase (and pay any additional amounts required pursuant to Section 3.04). The provisions of this Section 2.01(b) involving non-pro rata allocations, prepayments and Loans shall supersede any provisions in Borrower’s noticeSections 2.19 or 8.02 to the contrary. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to and in reliance upon the terms terms, conditions, representations and conditions set forth warranties in this Loan Agreement and the other Loan Documents, each Revolver Lender hereby severally agrees to provide make Revolver Loans to Borrower, on a revolving basis from time to time the Borrower during the period commencing on from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in Section 12.06(b), to and continuing through up to, but excluding, the Termination DateDate in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such amounts Revolver Lender’s Revolver Commitment as Borrower may request hereunder (the “Revolving Credit Loans”)then in effect; provided, provided however, that the total aggregate principal amount outstanding of all such Revolver Loans by all Revolver Lenders hereunder at any one time will outstanding together with the LC Exposure shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to (x) until such time as the Revolving Credit CommitmentSpectrum Income Tax Obligation has been paid in full, minus the Letter Aggregate Maximum Revolver Amount less the amount of Credit Liabilitiesthe Spectrum Income Tax Obligation, Borrower shall immediately repay and (y) upon and following payment of the Spectrum Income Tax Obligation, an amount equal to Lender such excess amount, plus all accrued but unpaid interest thereonthe Aggregate Maximum Revolver Amount. Subject to the terms of this Agreement, during the period from the Closing Date to and conditions hereofup to, but excluding, the Termination Date in respect of the Revolver Facility, the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be described in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticethis Section 2.01(a). (ii) Upon Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Term Loan Lender severally, but not jointly, agrees to lend to the Borrower in a single advance on the Closing Date a Term Loan in an Event amount equal to such Lender’s Term Loan Commitment. If all or any portion of Default specified in Section 9.01(e)the Term Loan Principal Debt is paid or prepaid by the Borrower, then the Revolving Credit Commitment and the commitment to issue, amend, extend, amount so paid or renew Letters of Credit shall automatically terminate without notice or other action by Lenderprepaid may not be reborrowed.

Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, each Term Loan Lender agrees, severally and not jointly, to make a Term Loan denominated in this Loan Agreement and the other Loan Documents, Lender hereby agrees dollars to provide to Borrower, on a revolving basis from time to time during the period commencing Borrower on the Closing Date and continuing through in the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not to exceed $25,000,000.00 such Xxxxxx’s Term Loan Commitment. Term Borrowings repaid or prepaid may not be reborrowed. (the “Revolving Credit Commitment”b) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, Borrower may borroweach Revolving Lender agrees, repay severally and reborrow hereunder. All not jointly, to make Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right denominated in any Approved Currency to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to LenderBorrower, at any time and from time to time terminate in whole or permanently reduce in part on any Business Day during the Revolving Credit Commitment Availability Period, in an aggregate principal amount up to the amount by which the at any time outstanding that will not result in such Xxxxxx’s Revolving Credit Commitment exceeds the sum of all outstanding Exposure exceeding such Xxxxxx’s Revolving Credit Loans and Letter of Credit LiabilitiesCommitment; provided, that, after giving effect to any such partial reduction of Revolving Borrowing, (i) the Revolving Credit Commitment shall be in an aggregate minimum principal amount of $100,000 and integral multiples of $100,000 Revolving Loans denominated in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and Alternate Currencies shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount of any partial reductionAlternate Currency Sublimit, and such termination (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or reduction of the prepay and reborrow Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLoans. (iic) Upon Subject to Section 2.22, on the effective date of any Increase Joinder with respect to an Event Incremental Term Loan Facility, each Incremental Term Loan Lender party to such Increase Joinder agrees, severally and not jointly, to make an Incremental Term Loan denominated in dollars to Borrower under such Incremental Term Loan Facility on the effective date of Default specified such Increase Joinder in the principal amount not to exceed such Lender’s Incremental Term Loan Commitment for such Incremental Term Loan Facility. Incremental Term Borrowings repaid or prepaid may not be reborrowed. Incremental Term Loans may by ABR Incremental Term Loans or EurodollarTerm SOFR Incremental Term Loans, as further provided herein. (d) Subject to Section 9.01(e10.02(e), on the Revolving Credit effective date of any Replacement Term Loan Facility Amendment with respect to a Replacement Term Loan Facility, each Replacement Term Loan Lender party to such Replacement Term Loan Facility Amendment agrees, severally and not jointly, to make a Replacement Term Loan denominated in dollars to Borrower under such Replacement Term Loan Facility on the effective date of such Replacement Term Loan Facility Amendment in the principal amount not to exceed such Xxxxxx’s Replacement Term Loan Commitment and the commitment to issuefor such Replacement Term Loan Facility. Replacement Term Borrowings repaid or prepaid may not be reborrowed. Replacement Term Loans may by ABR Replacement Term Loans or EurodollarTerm SOFR Replacement Term Loans, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderas further provided herein.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, each Lender hereby severally agrees to provide make one or more revolving credit loans to Borrower, on a revolving basis F.Y.I. from time to time during the period commencing on from and including the Closing Date to but excluding the Loans Termination Date up to but not exceeding the amount of such Lender's Commitment as then in effect; provided, however, that (i) the Outstanding Credit applicable to a Lender shall not at any time exceed the remainder of such Lender's Commitment then in effect minus such Lender's Commitment Percentage of the Swingline Advances then outstanding and continuing through (ii) the Outstanding Credit of all Lenders shall not at any time exceed the remainder of the Commitments then in effect minus the Swingline Advances then outstanding. (Such revolving credit loans referred to in this Section 2.1(a) now or hereafter made by the Lenders to F.Y.I. from and including and after the Closing Date are hereinafter collectively called the "Loans".) All loans made by the Lenders (as defined in this Agreement or the Prior Agreement) or their predecessors in interest to F.Y.I. or any Subsidiary of F.Y.I. under the Prior Agreement that are outstanding as of the Closing Date shall hereafter be Loans hereunder and shall be deemed to have been made to F.Y.I. under this Agreement. Subject to the foregoing limitations and the other terms and conditions of this Agreement, F.Y.I. may, prior to the Loans Termination Date, such amounts as Borrower borrow, repay and reborrow the Loans hereunder. Notwithstanding anything to the contrary contained in this Agreement, F.Y.I. may request hereunder from time to time request, and Paribas may at its discretion from time to time advance (but shall in no event be obligated to advance), Loans which are to be funded solely by Paribas (the “Revolving Credit Loans”"Swingline Advances"); provided, however, that (A) the total aggregate principal amount of the Swingline Advances outstanding at any time will shall not exceed $25,000,000.00 (1,000,000 and the “Revolving Credit Commitment”) minus aggregate principal amount of the Letter of Credit Liabilities. If Loans outstanding at any time (inclusive of the outstanding Revolving Credit Loans Swingline Advances) shall not exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate principal amount of such requested Advancethe Commitments, (2B) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to all Swingline Advances shall be requested in a form satisfactory to Lenderand shall remain as Prime Rate Loans, and (4C) if such Advance will be a Eurodollar Borrowing, Paribas shall give the Interest Period applicable to such Borrowing. (b) The unpaid principal Agent and each Lender written notice of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on aggregate outstanding principal amount of the Termination Date. Swingline Advances upon the written request of the Agent or any Lender (i) Borrower maybut no more often than once every calendar quarter). Furthermore, upon not less than three one Business Days’ Day's prior written or telephonic notice confirmed in writing given by Paribas to the following Business Day to Lender, Agent and the other Lenders at any time and from time to time terminate (including, without limitation, at any time following the occurrence of a Default or an Event of Default) and, in whole any event and without the necessity of any such notice, on the Business Day immediately preceding the Loans Termination Date, each Lender (including, without limitation, Paribas) severally agrees, as provided in the first sentence of this Section 2.1(a), and notwithstanding anything to the contrary contained in this Agreement, the existence of any Default or permanently reduce Event of Default or the inability or failure of F.Y.I. or any of its Subsidiaries or any other Loan Party to satisfy any condition precedent to funding any of the Loans contained in part Article 6 (which conditions precedent shall not apply to this sentence), to make a Loan, in the Revolving Credit Commitment form of a Prime Rate Loan, in an amount up equal to the amount by which the Revolving Credit its Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction Percentage of the Revolving Credit Commitment aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.promptly paid

Loans. (a) Subject Each Bank severally agrees, subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during on or after the period commencing on the Closing Date date hereof and continuing through prior to the Termination Date, such amounts as Borrower may request hereunder (to make Loans to the “Revolving Credit Loans”); provided, however, the total Company in an aggregate principal amount outstanding at any one time will outstanding up to but not exceed $25,000,000.00 exceeding the lesser of (1) such Bank's Commitment at such time and (2) such Bank's Commitment Percentage of the “Revolving Credit Commitment”) minus the Available Borrowing Base at such time, MINUS, in either case, such Bank's Commitment Percentage of all Letter of Credit LiabilitiesLiabilities and (if the Available Borrowing Base at such time shall be determined by reference to the Aggregate Commitment as provided in CLAUSE (A) of the definition of "Available Borrowing Base") all SFER MRI Loans outstanding at such time (whether or not such Bank shall in fact have advanced any SFER MRI Loan). If Subject to the conditions precedent in this Agreement, any Loan repaid prior to the Termination Date may be reborrowed prior to the Termination Date pursuant to the terms of this Agreement; PROVIDED, that any and all Loans shall be due and payable in full on the Maturity Date. (b) Notwithstanding anything in this Agreement to the contrary, (i) no Bank shall be required to make Loans at any one time the outstanding Revolving Credit Loans exceed in an amount equal to the Revolving Credit Commitmentwhich, minus the together with such Bank's Commitment Percentage of outstanding Letter of Credit Liabilities, Borrower shall immediately repay to Lender exceed such excess amount, plus Bank's Commitment MINUS such Bank's Commitment Percentage of all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit SFER MRI Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender outstanding at such time (whether or not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested Bank shall in a form satisfactory to Lenderfact have advanced any SFER MRI Loan), and (4ii) if a Bank fails to make a Loan as and when required hereunder and the Companysubsequently makes a repayment on the Notes, such Advance will repayment shall be a Eurodollar Borrowing, split among the Interest Period applicable non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to such Borrowing. (b) The unpaid principal the Commitment Percentage of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (idefaulting Bank) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit until each Bank has its Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum Percentage of all outstanding Revolving Credit Loans and Letter Loans. Any balance of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment repayment shall be divided among all Banks in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit accordance with their respective Commitment shall be effective on the date specified in Borrower’s noticePercentages. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. Except as specifically set forth on a list (athe "Loan List") Subject previously delivered to the MBFI Parties by Seller and Seller Subsidiary, as of the date of this Agreement (i) neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note or borrowing arrangement under the terms and conditions set forth of which the obligor is more than thirty (30) days delinquent in this Loan Agreement and payment of principal or interest or, to the best knowledge of the Representing Persons, in default of any other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during provision as of the period commencing on dates shown thereon other than loans the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will unpaid balance of which do not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities10,000 per obligor; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note or borrowing arrangement that has been classified as "substandard, " "doubtful, " "loss, " "other loans especially mentioned" or any comparable classifications by Seller or any Affiliated Seller Entity or any Applicable Governmental Authority; (iii) neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note, or borrowing arrangement, including any loan guaranty, with any director or executive officer of Default specified Seller or any Affiliated Seller Entity, or any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; and (iv) to the best knowledge of the Representing Persons, neither Seller nor any Affiliated Seller Entity is a party to any written or oral loan agreement, note or borrowing arrangement in Section 9.01(e)violation of any law, the Revolving Credit Commitment regulation or rule of any Applicable Governmental Authority, which violation could have a material adverse effect on Seller or any Affiliated Seller Entity. All loans of Seller and the commitment Affiliated Seller Entities are legal and enforceable against Seller or the Affiliated Seller Entities, respectively, in accordance with the terms thereof, and to issuethe best knowledge of the Representing Persons, amendare valid and binding obligations of the persons obligated in regard thereto, extendexcept as may be limited by bankruptcy, or renew Letters of Credit shall automatically terminate without notice insolvency, moratorium or other action laws affecting creditors rights generally or by Lender.the exercise of judicial discretion. 110

Loans. (a) Subject to and upon the terms and conditions set forth in this Loan Agreement and the other Loan Documentscontained herein, Lender hereby agrees to provide make Revolving Loans to Borrower, on a revolving basis each Borrower from time to time during in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the lesser of: (i) the Borrowing Base of such Borrower at such time or (ii) the Revolving Credit CommitmentLoan Limit of such Borrower at such time. (b) Except in Lender's discretion or as otherwise provided herein, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1i) the aggregate amount of such requested Advance, (2) the requested date Loans and the Letter of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Credit Obligations outstanding at any time and from time to time terminate in whole or permanently reduce in part shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; providedObligations outstanding at any time to a Borrower shall not exceed the Borrowing Base of such Borrower, (iii) the aggregate principal amount of the Loans and Letter of Credit Obligations outstanding at any time to a Borrower shall not exceed the Loan Limit of such partial reduction Borrower, (iv) the aggregate principal amount of the Revolving Credit Commitment Loans outstanding to a Borrower based on the Eligible Inventory of such Borrower shall be in an not exceed the Inventory Loan Limit of such Borrower and (v) the aggregate minimum principal amount of $100,000 the Revolving Loans outstanding at any time to Borrowers based on the Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that (i) the aggregate amount of the Loans and integral multiples the Letter of $100,000 Credit Obligations outstanding at any time exceed the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding to a Borrower exceed the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, or (iii) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations based on the Eligible Inventory of a Borrower exceed the Inventory Loan Limit of such Borrower, or (iv) the aggregate principal amount of Revolving Loans and Letters of Credit based on the Eligible Inventory of all Borrowers exceeds the sublimit set forth above, such event shall not limit, waive or otherwise affect any rights of Lender in excess of that amount. Borrower’s notice such circumstances or on any future occasions and Borrowers shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the entire amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeexcess(es) for which payment is demanded. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Lender hereby severally agrees to provide make Loans in any Approved Currency to Borrower, on a revolving basis the Borrowers from time to time time, on any Business Day during the period commencing on the Closing Date and continuing through the Termination DateAvailability Period, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal in an aggregate amount outstanding not to exceed at any time will outstanding the amount of such Lender’s Commitment; provided that only Fixed Period Eurodollar Loans may be denominated in an Alternate Currency; and provided, further, that: (a) prior to the Commitment Adjustment Date, immediately after giving effect to any Loan, the aggregate Outstanding Amount of the Loans of any Lender does not exceed $25,000,000.00 such Lender’s Commitment; and (b) on and after the “Revolving Credit Commitment Adjustment Date, immediately after giving effect to any Loan, (i) there does not exist a Borrowing Base Deficiency greater than zero, and (ii) the aggregate Outstanding Amount of the Loans of any Lender does not exceed such Lender’s Commitment”) minus . Within the Letter limits of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal each Lender’s Commitment, and subject to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the other terms and conditions hereof, Borrower the Borrowers may borrowborrow under this Section 2.01, repay prepay under Section 2.04, and reborrow hereunderunder this Section 2.01. All Revolving Credit Notwithstanding anything to the contrary herein, Loans will may be collectively called Base Rate Loans, Daily Floating Eurodollar Loans or Fixed Period Eurodollar Loans, as further provided herein. Notwithstanding anything to the “Loans”. contrary herein, each Lender reserves the right may, at its option, make any Loan available to require any Non-U.S. Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate by causing any foreign or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount domestic branch or Affiliate of such requested Advance, (2) the requested date of Lender to make such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit LiabilitiesLoan; provided, that any exercise of such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and option shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) affect the obligation of such termination or reduction Non-U.S. Borrower to repay such Loan in accordance with the terms of this Agreement and the amount to comply with all other terms and conditions of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticethis Agreement. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to and upon the terms and conditions set forth in provisions of this Loan Agreement and relying upon the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during representations and warranties of the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, howeverherein set forth, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Bank agrees at any time and from time to time terminate in whole to make loans (each a “Loan” and collectively the “Loans”) to the Borrower from the date hereof until the earlier of the Credit Expiration Date or permanently reduce in part the Revolving date on which the Credit Commitment Facility is terminated pursuant to Section 8.1 hereof in an aggregate principal amount up at any time outstanding not to exceed the amount by which the Revolving Credit Commitment exceeds Amount. No Loans shall be made hereunder if after giving effect thereto the sum of the aggregate principal amount of all outstanding Revolving Loans would exceed the Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of Amount. In no event shall the Revolving Credit Commitment shall Bank be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice obligated to Lender shall designate the date (which shall be make a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon Loan hereunder if an Event of Default specified in Section 9.01(e)shall have occurred and be continuing. Unless sooner terminated pursuant to the provisions of this Agreement, the Revolving Credit Commitment Facility and the commitment obligation of the Bank to issue, amend, extend, or renew Letters of Credit make Loans hereunder shall automatically terminate on the Credit Expiration Date without further action by, or notice or other action of any kind from, the Bank. Within the limitations set forth herein and subject to the provisions of this Agreement, the Borrower may borrow, repay and reborrow under the Credit Facility. The fact that there may be no Loans outstanding at any particular time shall not affect the continuing validity of this Agreement. No later than ninety (90) days before each anniversary date of this Agreement, the Borrower may make a request for a one year extension of the Credit Expiration Date in a written notice to the Bank. The Bank shall notify the Borrower in writing not later than thirty (30) days before the anniversary date following such request whether the Bank agrees to the requested extension. If the Bank fails to so notify the Borrower whether the Bank agrees to such extension, the Bank shall be deemed to have refused to grant the requested extension. Upon receipt of the Borrower of a written amendment of this Agreement, and a written amendment of the Note executed by Lenderthe Bank and countersigned by the Borrower, amending the definition of the term “Credit Expiration Date” in each of this Agreement and the Note, the Credit Expiration Date shall be extended to the date set forth in such amendment. Otherwise, the Credit Expiration Date will remain as scheduled. If the Bank agrees to so extend the Credit Expiration Date the Borrower agrees to pay to the Bank a renewal fee in the amount of .15% of the Credit Amount upon the Bank’s execution and delivery of the amendments described above. The Bank and the Borrower may otherwise amend the term “Credit Expiration Date” from time to time outside of the timeframes recited above by written amendment. All reasonable costs and expenses incurred by the Bank in connection with each extension request (including reasonable attorneys’ fees) shall be paid by the Borrower.

Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, each Term Loan Lender agrees, severally and not jointly, to make a Term Loan denominated in this Loan Agreement and the other Loan Documents, Lender hereby agrees dollars to provide to Borrower, on a revolving basis from time to time during the period commencing Borrower on the Closing Date and continuing through in the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not to exceed $25,000,000.00 such Lender’s Term Loan Commitment. Term Borrowings repaid or prepaid may not be reborrowed. (the “Revolving Credit Commitment”b) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, Borrower may borroweach Revolving Lender agrees, repay severally and reborrow hereunder. All not jointly, to make Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right denominated in any Approved Currency to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to LenderBorrower, at any time and from time to time terminate in whole or permanently reduce in part on any Business Day during the Revolving Credit Commitment Availability Period, in an aggregate principal amount up to the amount by which the at any time outstanding that will not result in such Lender’s Revolving Credit Commitment exceeds the sum of all outstanding Exposure exceeding such Lender’s Revolving Credit Loans and Letter of Credit LiabilitiesCommitment; provided, that, after giving effect to any such partial reduction of Revolving Borrowing, (i) the Revolving Credit Commitment shall be in an aggregate minimum principal amount of $100,000 and integral multiples of $100,000 Revolving Loans denominated in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and Alternate Currencies shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount of any partial reductionAlternate Currency Sublimit, and such termination (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or reduction of the prepay and reborrow Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLoans. (iic) Upon Subject to Section 2.22, on the effective date of any Increase Joinder with respect to an Event Incremental Term Loan Facility, each Incremental Term Loan Lender party to such Increase Joinder agrees, severally and not jointly, to make an Incremental Term Loan denominated in dollars to Borrower under such Incremental Term Loan Facility on the effective date of Default specified such Increase Joinder in the principal amount not to exceed such Lender’s Incremental Term Loan Commitment for such Incremental Term Loan Facility. Incremental Term Borrowings repaid or prepaid may not be reborrowed. Incremental Term Loans may by ABR Incremental Term Loans or Eurocurrency Incremental Term Loans, as further provided herein. (d) Subject to Section 9.01(e10.02(e), on the Revolving Credit effective date of any Replacement Term Loan Facility Amendment with respect to a Replacement Term Loan Facility, each Replacement Term Loan Lender party to such Replacement Term Loan Facility Amendment agrees, severally and not jointly, to make a Replacement Term Loan denominated in dollars to Borrower under such Replacement Term Loan Facility on the effective date of such Replacement Term Loan Facility Amendment in the principal amount not to exceed such Lender’s Replacement Term Loan Commitment and the commitment to issuefor such Replacement Term Loan Facility. Replacement Term Borrowings repaid or prepaid may not be reborrowed. Replacement Term Loans may by ABR Replacement Term Loans or Eurocurrency Replacement Term Loans, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderas further provided herein.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Revolving Credit Lender hereby severally agrees to provide make loans (each such loan, a “Revolving Credit Loan”) to Borrower, on a revolving basis the Borrower in Dollars or in one or more Foreign Currencies from time to time time, on any Business Day during the period commencing on Availability Period, in an aggregate amount not to exceed at any time outstanding the Closing Date and continuing through the Termination Date, amount of such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (A) the total principal amount outstanding at any time will Revolving Credit Outstandings shall not exceed $25,000,000.00 (the “Revolving Credit Commitment”Facility, (B) minus the Letter aggregate Outstanding Amount of Credit Liabilities. If at any time the outstanding Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lenders’ Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed an amount equal to the such Revolving Credit Lender’s Revolving Credit Commitment, minus and (C) the Letter Outstanding Amount of all Revolving Credit LiabilitiesLoans that were made in a Foreign Currency shall not exceed the Foreign Currency Sublimit. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower shall immediately repay may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding anything to Lender such excess amountthe contrary in this Section 2.01(a), plus all accrued but unpaid interest thereon. on the Closing Date, (i) the Borrower may not borrow more than $250,000,000 of Revolving Credit Loans and (ii) any Revolving Credit Loans must be borrowed in Dollars. (b) Subject to the terms and conditions hereofset forth herein, each Term Loan Lender severally agrees to make a single loan to the Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment Closing Date in an amount up not to exceed its Commitment in respect of Term Loans. Borrowings of Term Loans shall consist of Term Loans made simultaneously by the amount by which Term Loan Lenders in accordance with their respective Commitments in respect of Term Loans. Amounts repaid or prepaid on the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Term Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall may not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) reborrowed. The Term Loans may consist of such termination Base Rate Loans or reduction and the amount of any partial reductionEurocurrency Rate Loans, and such termination or reduction of the Revolving Credit Commitment shall as further provided herein. Term Loans may only be effective on the date specified made in Borrower’s noticeDollars. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsOther Agreements, prior to the Termination Date, Lender hereby agrees may, in its sole discretion, make revolving loans (the "REVOLVING LOANS") to provide to Borrower, on a revolving basis Borrower as Borrower shall from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “request. The aggregate unpaid principal of all Revolving Credit Loans”); provided, however, the total principal amount Loans outstanding at any one time will shall not exceed $25,000,000.00 the lesser of (A) the “Maximum Revolving Credit Commitment”Loan Facility and (B) minus the Letter of Credit LiabilitiesRevolving Loan Availability at such time. If at any time the outstanding Revolving Credit Loans exceed an amount equal to principal balance of the Revolving Credit Commitment, minus Loans exceeds the Letter of Credit LiabilitiesRevolving Loan Availability or the Minimum Coverage Ratios (an "OVER ADVANCE"), Borrower shall immediately repay immediately, and without the necessity of a demand by Lender, pay to Lender such amount as may be necessary to eliminate such excess amountor in the alternative provide evidence of additional Eligible Accounts to eliminate such excess. The Revolving Loans shall, plus all accrued but unpaid interest thereonin Lender's sole discretion, be evidenced by one or more promissory notes in the form of EXHIBIT B. However, if the Revolving Loans are not so evidenced, such Loans may be evidenced solely by entries upon the books and records maintained by Lender. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All The Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Termination Date. (ib) Proceeds from the collections of Accounts shall be applied to pay down the Loans on a monthly basis pursuant to the amortization schedule attached hereto as EXHIBIT H, which amortization table will be amended in connection with each advance hereunder. Borrower maymay request a Loan advance weekly in accordance with Paragraph 4(a), upon not less than three Business Days’ prior written or telephonic notice confirmed below, with repayment on a monthly basis as previously stated in writing the following Business Day this paragraph. Prior to an Event of Default, all proceeds shall be applied as follows: first to pay any fees, expenses, reimbursements due to Lender, second to pay any accrued but unpaid interest, third to repay the principal payable in accordance with the amortization schedule then in effect and the remainder of the proceeds in the Deposit Account can be applied and/or distributed to or at any time the direction of Borrower. Upon the occurrence and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in during an amount up Event of Default, all proceeds shall be applied to the amount by which Liabilities until the Revolving Credit Commitment exceeds Liabilities are paid in full or until the sum Event of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeDefault is cured. (iic) Upon Borrower shall have the right to prepay the Loans subject to receipt of at least a twenty percent (20%) IRR. (d) As a condition subsequent of receiving Revolving Loans, Borrower shall provide Lender satisfactory evidence or proof of Borrower's payment to any vendor providing consumer electronic products to consumers with Debtor Financing and proof of shipping to such consumer not later than ten (10) business days after a Revolving Loan has been made for an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by LenderEligible Account.

Loans. (a) Subject to Upon the terms and subject to the conditions set forth of this Agreement, and in this Loan Agreement reliance upon the representations, warranties and covenants of the other Loan DocumentsBorrowers made herein, Lender hereby each of the Lenders severally agrees to provide make loans (including Overadvances as defined in and made available in accordance with the terms of Section 2.7 hereof) ("Revolving Loans") to Borrower, on a revolving basis the Borrowers at the Borrowers' request from time to time during time, from and after the period commencing on date hereof and prior to the Closing Maturity Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment; provided that the aggregate principal amount of Revolving Loans outstanding at any time will (excluding Overadvances) plus the aggregate face amount of Letters of Credit outstanding at such time shall not exceed $25,000,000.00 the lesser of (i) the “Maximum Amount and (ii) the Borrowing Base at such time, and provided, further, that at the time the Borrowers request a Revolving Credit Commitment”Loan and after giving effect to the making thereof there has not occurred and is not continuing an Event of Default or Default. The Revolving Loans shall be made pro rata in accordance with each Lender's Commitment Percentage in accordance with the terms of this Agreement, including, without limitation Section 9 hereof. Except as otherwise permitted under Section 2.7 hereof for certain Overadvances, the Borrowers jointly and severally agree that it shall be a payment Event of Default under Section 7.1(i) minus the Letter hereof, without notice or demand of Credit Liabilities. If any kind, if at any time the outstanding Revolving Credit Loans exceed an aggregate debit balance of the Loan Account plus the aggregate face amount equal to the Revolving Credit Commitment, minus the Letter of Letters of Credit Liabilities, Borrower outstanding at such time shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to exceed the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice lesser of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower maythe Maximum Amount and (ii) the Borrowing Base, unless the Borrowers shall, upon not less than three Business Days’ prior written or telephonic notice confirmed demand by the Agent, promptly pay cash to the Agent to be credited to the Loan Account in writing such amount as shall be necessary to eliminate the following Business Day to Lenderexcess. All requests for Revolving Loans shall be in such form and shall be made in such manner as is consistent with the Agent's customary practices. The Revolving Loans shall be evidenced by Fifth Restated and Amended Revolving Credit Notes (collectively, the "Credit Notes") in the form of Exhibit A attached hereto. Notwithstanding any other provision of this Agreement, the aggregate principal amount of Revolving Loans outstanding at any time and from time to time terminate in whole or permanently reduce in part (including Overadvances) plus the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum face amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit outstanding at such time shall automatically terminate without notice or other action by Lendernot exceed the Maximum Amount.

Loans. (a) Subject to and upon the terms and conditions herein set forth in this Loan Agreement forth, each Bank severally and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lenderjointly agrees, at any time and from time to time terminate on and after the Closing Date and prior to the Conversion Date, to make loans (collectively, "Loans") to the Borrower, in whole an aggregate principal amount at any time outstanding up to but not exceeding the amount of such Bank's Commitment as then in effect; PROVIDED, HOWEVER, that the aggregate principal amount of all such Loans by all Banks hereunder at any one time outstanding together with the LC Commitment shall not exceed the Maximum Commitment. The sum of the Commitments of all of the Banks (the "Total Commitment") on the Closing Date shall be Fifty Million Dollars ($50,000,000). The Loans of each Bank made on the Closing Date shall be initially made as a Base Rate Loan and may thereafter be maintained at the option of the Borrower as a Base Rate Loan or permanently reduce a LIBO Rate Loan, in part accordance with the provisions hereof. During the Revolving Credit Commitment in an amount up Period, Loans may be voluntarily prepaid pursuant to Section 2.12, and, subject to the other provisions of this Agreement, any amounts so prepaid may be reborrowed. (b) All Loans outstanding on the Conversion Date shall be converted to a single loan to the Borrower of a sum equal to the amount by which of all Loans outstanding on the Conversion Date. Commencing on the Payment Date immediately following the Conversion Date and on each Payment Date thereafter, the aggregate principal amount of the Loans outstanding on the Conversion Date shall be payable in twelve (12) equal consecutive quarterly installments, sufficient to amortize the outstanding principal amount over the Term Loan Period with final payment of the remaining principal balance of the Loans dues on the Final Maturity Date. (c) During the Revolving Credit Commitment exceeds the sum Period, each Borrowing of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an the aggregate minimum amount of $100,000 and or any integral multiples multiple of $100,000 50,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticethereof. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Lender shall not assume the Credit Risk on any Receivables. (b) Collected Receivables will be credited to Borrower's account for purposes of interest computation on the Settlement Date. Lender may deduct from the amount payable to Borrower on any Settlement Date reserves for all Obligations then chargeable to Borrower's account and Obligations which in Lender's sole judgment may be chargeable to Borrower's account thereafter. (c) Subject to the terms and conditions set forth herein and in this Loan Agreement and the other Loan DocumentsAncillary Agreements, Lender hereby agrees shall make revolving credit advances (the "Revolving Credit Advances") to provide to Borrower, on a revolving basis Borrower from time to time during the period commencing on Term which, in the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding aggregate at any time outstanding, will not exceed $25,000,000.00 the lesser of (x) the “Maximum Revolving Credit Commitment”Amount or (y) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitmentsum of: (i) Receivables Availability, plus (ii) Inventory Availability, minus (iii) such reserves as Lender may reasonably deem proper and necessary from time to time. The sum of 2(d)(i), plus (ii) minus (iii) shall be referred to as the Letter "Formula Amount". (e) Notwithstanding the limitations set forth above, Lender retains the right to lend Borrower from time to time such amounts in excess of Credit Liabilitiessuch limitations as Lender may determine in its sole discretion. (f) If Borrower does not pay any interest, fees, costs, or charges to Lender when due, Borrower shall immediately repay thereby be deemed to have requested, and Lender is hereby authorized at its discretion to make and charge to Borrower's account, a Revolving Credit Advance to Borrower as of such excess amountdate in an amount equal to such unpaid interest, plus fees, costs, or charges. (g) Any sums expended by Lender due to Borrower's failure to perform or comply with its obligations under this Agreement, including but not limited to the payment of taxes, insurance premiums or leasehold obligations, shall be charged to Borrower's account as a Revolving Credit Advance and added to the Obligations. (h) Lender will account to Borrower monthly with a statement of all accrued but unpaid interest thereon. Subject Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (i) During the Term, Borrower may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (bj) The unpaid principal aggregate balance of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Loans outstanding at any time and from time to time terminate in whole or permanently reduce in part shall not exceed the Maximum Loan Amount. The aggregate balance of Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all Advances outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, at any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and time shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeFormula Amount. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth herein, and subject to the satisfaction of the conditions set forth in this Loan Agreement Section 6 hereof, the Bank may, in its sole discretion, lend and relend to one or more Borrowing Funds, during the other Loan Documentsperiod from the Effective Date to the earlier of (i) the Maturity Date, Lender hereby agrees to provide to Borroweror (ii) the date of the occurrence of an Event of Default in respect of such Fund or Funds, on unless waived in a revolving basis writing signed by the Bank, such amounts as the Trust may from time to time during the period commencing on the Closing Date and continuing through the Termination Date, request for such amounts as Borrower may request Borrowing Fund hereunder (each individually a “Loan” and collectively, the “Revolving Credit Loans”); provided, however, the total ) up to an aggregate principal amount outstanding at any time will not to exceed $25,000,000.00 (either the “Revolving Credit Commitment”) minus Borrowing Fund Limit for each such Borrowing Fund or the Letter of Credit LiabilitiesMaximum Amount. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date Loans made to any Borrowing Fund hereunder and outstanding at any one time exceeds either of such Advancelimits, then such Borrowing Fund shall, within five (35) days thereof, repay a sufficient amount of the purpose Loans to bring the outstanding Loan amount within such limits. The proceeds of Loans may only be used by the Borrowing Fund for short term liquidity in connection with shareholder redemptions permitted under the Fund Statement and Prospectus. Because of such Advancelimited usage, with each Advance it is contemplated by both parties hereto that this facility shall consist of term Loans due in forty-five (45) Business Days. This Agreement does not establish a commitment or obligation of the Bank to lend money to any Borrowing Fund hereunder. The decision of whether or not to make any Loan shall be requested made by the Bank in a form satisfactory its sole and absolute discretion. As noted above, it is contemplated by both parties hereto that this facility shall consist of (a) an initial term Loan due in forty-five (45) Business Days, as to Lenderwhich the Bank may, and (4) if but is not obligated to, relend prepaid amounts up to the Borrowing Fund Limit during such Advance will be a Eurodollar Borrowingterm, the Interest Period applicable to such Borrowing. followed by (b) The unpaid principal of the Loans, together additional term Loans up to such Borrowing Fund Limit with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. identical forty-five (i45) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lenderterms. For purposes of clarity, at any time and from time to time terminate in whole second or permanently reduce in part the Revolving Credit Commitment in an amount up additional Loans to the amount same Borrowing Fund allowed by which the Revolving Credit Commitment exceeds Bank during the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a 45 Business Day and shall not be more than fifteen term of an outstanding Loan is due at the same time as such outstanding Loan (15) i.e. at the end of its 45 Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeDay term). (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in of this Loan Agreement and the other Other Agreements, absent the existence of a Default: (a) Revolving and Term Loan. LaSalle shall make such revolving loans and advances as part of the revolving facilities hereunder (the "REVOLVING LOANS") in whatever Type, and a term loan and advance under the Term Loan Documents, Lender hereby agrees Facility (the "TERM LOAN") to provide to Borrower, on a revolving basis or for the account of the Borrower as the Borrower shall from time to time during request, in accordance with the period commencing on terms hereof. Subject to the Closing Date provisions hereof requiring earlier repayment, all Revolving Loans and continuing through the Termination Date, such amounts as Borrower may request hereunder Term Loan shall be repaid in full upon the earlier to occur of (i) the “Revolving Credit Loans”); provided, however, end of the total principal amount outstanding at any time will not exceed $25,000,000.00 term of this Agreement and (the “Revolving Credit Commitment”ii) minus the Letter their acceleration pursuant to SECTION 14 of Credit Liabilitiesthis Agreement. If at any time the outstanding aggregate principal balance of the Revolving Credit Loans exceed an amount equal and the Term Loan made to the Revolving Credit CommitmentBorrower exceeds any limit expressed herein (whether or not such excess results from any change in exchange rates between U.S. Dollars and Canadian Dollars), minus the Letter of Credit Liabilities, Borrower shall immediately repay immediately, and without the necessity of a demand by LaSalle, pay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate LaSalle (or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance cause to be requested in a form satisfactory paid to LenderLaSalle) such amount as may be necessary to eliminate such excess, and (4) LaSalle shall apply any such payment to it against the outstanding principal balance of the Revolving Loans and the Term Loan as it may determine in its sole discretion. In particular, if such Advance will be a Eurodollar Borrowing, at any time the Interest Period applicable to such Borrowing. (b) The unpaid outstanding principal balance of the Loans, together with all accrued and unpaid interest thereonexpressed as the Canadian Dollar Equivalent Amount thereof, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Aggregate Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reductionRevolving Loans, expressed as the Canadian Dollar Equivalent Amount thereof, exceeds the amount of the Borrowing Base, the Borrower shall immediately pay to LaSalle such amount as may be necessary to eliminate such excess, and LaSalle shall apply such termination or reduction payment in such order as LaSalle shall determine in its sole discretion. The Borrower hereby authorizes LaSalle to charge any of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice's accounts to make any payments, whether of principal, interest or otherwise, required by this Agreement. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to Upon the terms and subject to the conditions set forth of this Agreement, and in this Loan Agreement reliance upon the representations, warranties and covenants of the other Loan DocumentsBorrower herein, the Lender hereby agrees to provide to Borrower, on a make revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder credit loans (the “Revolving Credit Loans”); provided) to the Borrower at the Borrower’s request from time to time from and after the Closing Date and prior to the Maturity Date, however, provided that the total principal amount outstanding Total Revolving Credit Outstandings (after giving effect to all requested Revolving Credit Loans and Letters of Credit) shall not at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereofof this Agreement, the Borrower may borrow, repay repay, prepay and reborrow hereunder. All Revolving Credit Loans will be collectively called amounts, up to the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Ratelimits imposed by this Section ‎2.1, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part between the Closing Date and the Maturity Date upon request given to the Lender pursuant to Section ‎2.3. Each request for a Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Loan or a Letter of Credit Liabilities; provided, any such partial reduction hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in Sections ‎4.1 or ‎4.2 (as the case may be) have been satisfied as of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticerequest. (ii) The Borrower may (A) request the Lender to increase the amount of its Commitment (which request shall be in writing and sent to the Lender) by an amount not to exceed $5,000,000 in the aggregate. In no event may the Lender’s Commitment be increased without the prior written consent of the Lender, and the failure of the Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by the Lender of the Borrower’s request. The Commitment may not be increased if, at the time of any proposed increase hereunder, a Default has occurred and is continuing. Upon an Event any request by the Borrower to increase the Commitment, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default specified has occurred and is continuing, giving effect to such increase. Notwithstanding anything contained in Section 9.01(ethis Agreement to the contrary, the Lender shall have no obligation whatsoever to increase the amount of its Commitment, and the Lender may at its option, unconditionally and without cause, decline to increase its Commitment. If the Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder, it shall enter into a written agreement to that effect with the Borrower, substantially in the form of Exhibit C (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the Revolving Credit amount of the increased Commitment of the Lender. (iii) In no event shall an increase in the Lender’s Commitment which would result in the Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Lender become effective until the Lender shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Lender, of the board of directors of the Borrower authorizing the borrowings contemplated pursuant to such increase, certified by the secretary or an assistant secretary of the Borrower. Notwithstanding anything herein to the contrary, in no event may the Commitment be increased hereunder unless (A) giving effect to such increase (and assuming the Commitment, as so increased, is fully utilized by the Borrower), no Default will have occurred and be continuing and the commitment to issueBorrower will be in compliance on a pro forma basis with all financial covenants under Section VII and (B) the Lender shall have received a certificate of a Responsible Officer certifying that the condition in clause (A) has been satisfied (with calculations demonstrating compliance with such financial covenants on a pro forma basis, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderin reasonable detail).

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and herein, the other Loan Documents, Lender hereby agrees to provide make loans (each such loan, a “Revolving Loan”) to either Borrower, on a revolving basis in Dollars, from time to time time, on any Business Day during the period commencing Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Commitment; provided, that, after giving effect to any Revolving Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Facility. Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow Revolving Loans, prepay under Section 2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, Revolving Borrowings made on the Closing Date and continuing through or any of the Termination Date, such amounts three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower may request hereunder delivers a Funding Indemnity Letter not less than three (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”3) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal Business Days prior to the date of such Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Borrowing. (b) Subject to the terms and conditions hereofset forth herein, Borrower may borrowthe Lender agrees to make loans (each such loan, repay and reborrow hereunder. All a “Reducing Revolving Credit Loans will be collectively called the “LoansLoan”. Lender reserves the right ) to require Borrower either Borrower, in Dollars, from time to give Lender not less than one time, on any Business Day prior notice during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of each requested Advance bearing interest at rate based the Reducing Revolving Commitment. Reducing Revolving Borrowings repaid or prepaid may not be reborrowed. Reducing Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, Reducing Revolving Borrowings made on the CB Floating Rate Closing Date or any of the three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) Business Days following the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, Closing Date shall be due and payable on made as Base Rate Loans unless the Termination Date. (i) applicable Borrower may, upon delivers a Funding Indemnity Letter not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (153) Business Days after Borrower provides written notice prior to Lender) the date of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Reducing Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeBorrowing. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. A. Loan 1. Lender made Loan 1 to Original Borrower in the amount of Five Hundred Forty Six Thousand and 00/100 Dollars (a$546,000.00) Subject to which has been fully disbursed and which Borrowers agree is free of all offsets and defenses. B. Loan 2. Lender agrees, upon the terms and conditions set forth in this Agreement, and in reliance upon the representations and warranties made under this Agreement, to make Loan Agreement 2 available to Borrowers and allow Borrowers during the Advance Term to borrow, repay and re­ borrow from Lender in an amount up to, but not exceeding, the Loan 2 Credit Ceiling. i. The proceeds of Loan 2 shall be utilized: (a) for working capital, (b) supporting letters of credit, (c) Prior Note Holder Indebtedness Permitted Payments of Subordinated Debt when due (exclusive of any Proposed Balloon I Prepayment), and (d) for such other Loan Documentsuses as Lender may consent in writing. ii. So long as no Event of Default has occurred and remains uncured, Lender hereby agrees to provide make advances to Borrowersuch Borrowers as may be designated by Original Borrower under Loan 2, on a revolving basis from time to time time, upon written request from an Authorized Officer of Original Borrower during the period commencing on Advance Term and in accordance with the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)terms hereof; provided, however, that at no time shall the total principal aggregate amount of Advances outstanding and total aggregate amount of all outstanding letters of credit suppmied by Note 1 exceed The Loan 2 Credit Ceiling. iii. Each advance shall be in a minimum amount of $1,000.00 and multiples thereof. iv. Advances under Loan 2 shall be paid by credit to an advance account with Lender. Lender shall give written confinnation of deposit at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter Principal Place of Credit LiabilitiesBusiness. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay deliver cetiified copies of corporate resolutions evidencing those Authorized Officers authorized to make Advance requests under Loan 2 from time to time. Lender shall be entitled to rely on any Advance request that Lender reasonably believes to be executed by a person authorized under resolutions furnished to Lender by Original Borrovver. v. Lender shall not be responsible for any damages to any Obligor resulting from anticipation of funding of an Advance under Loan 2 before such excess amountadvance is actually funded by Lender. C. Loan 3. Lender agrees, plus all accrued but unpaid interest thereon. Subject to upon the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested set forth in a form satisfactory to Lenderthis Agreement, and (4) if such Advance will be a Eurodollar Borrowingin reliance upon the representations and warranties made under this Agreement to loan to Borrowers, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reductionOne Million and 00/l 00 ($1,000,000.00) Dollars. At Closing, Lender shall disburse the entire Loan 3 proceeds for the tollowing purposes and such termination or reduction no other: 1. Reduction of the Revolving Credit Commitment shall Prior Note Holder indebtedness for the Alpha Primary Note listed on Exhibit D; 2. The balance thereof to be effective on used for working capital of the date specified in Borrower’s noticeBorrowers. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject Borrower and Lenders acknowledge and agree that the full amount of the Tranche A Term Facility and the Tranche B Term Facility has been advanced pursuant to the terms and conditions set forth in this Loan Agreement Tranche A Term Commitment and the other Loan DocumentsTranche B Term Commitment and, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilitiesaccordingly, Borrower shall immediately repay no longer has any further rights to Lender such excess amount, plus all accrued but unpaid interest thereonrequest loan advances of the Tranche A Term Commitment or the Tranche B Term Commitment. Subject to all of the terms and conditions hereof, the Lenders hereby agree to make up to an aggregate of three (3) Loan Advances (with simultaneous Loan Advances under the Tranche C Term Facility and Tranche D Term Facility constituting one (1) Loan Advance) to the Borrower under the Tranche C Term Facility and the Tranche D Term Facility between the date hereof and July 1, 2015 (the “Outside Funding Date”); provided, that the (i) Total Outstandings shall at no time exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Loan Amount”), (ii) the Total Tranche C Term Outstandings shall not exceed the Total Tranche C Term Commitments, and (iii) the Total Tranche D Term Outstandings shall not exceed the Total Tranche D Term Commitments. The Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility may not be reborrowed under any circumstances, and, subject to the provisions of Section 2.1.1(d) below, no Loan Advances shall be made after July 1, 2015. (b) Subject to Section 2.1.1(a) above, amounts advanced hereunder shall be allocated to the Tranche C Term Facility and the Tranche D Term Facility in such fashion as the Borrower may borrowrequest. (c) The obligations of the Lenders hereunder are several and independent and not joint. No Lender shall become obligated to advance more than its Commitment Percentage of a respective Tranche C Loan or Tranche D Loan including, repay and reborrow without limitation, as a result of the failure of any Lender to fulfill its obligations hereunder. All Revolving Credit Loans will . (d) Provided no Default or Event of Default shall then be collectively called in existence, the “Loans”. Lender reserves Borrower shall have the right to require Borrower elect to give Lender increase the Total Tranche A Term Commitment, the Total Tranche B Term Commitment, the Total Tranche C Term Commitment and/or the Total Tranche D Term Commitment provided and on condition that: (i) at the time of Borrower’s election to increase the Total Tranche A Term Commitment, the Total Tranche B Term Commitment, the Total Tranche C Term Commitment and/or the Total Tranche D Term Commitment, the full amount of the Tranche C Term Facility and the Tranche D Term Facility shall have been advanced pursuant to the then-existing Tranche C Term Commitment and the then-existing Tranche D Term Commitment (for the avoidance of doubt, it shall not be a requirement that all amounts advanced then remain outstanding); and (ii) no increase in the (A) Tranche A Term Commitment shall occur after the Tranche A Term Facility Maturity Date, (B) Tranche B Term Commitment shall occur after the Tranche B Term Facility Maturity Date, (C) Tranche C Term Commitment shall occur after the Tranche C Term Facility Maturity Date, or (D) Tranche D Term Commitment shall occur after the Tranche D Term Facility Maturity Date; and provided further that: (x) the amount of each such increase shall not be less than one Business Day prior notice Ten Million Dollars ($10,000,000) or in increments of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO RateFive Million Dollars ($5,000,000.00) in excess thereof, specifying and (1y) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Five Hundred Fifty Million Dollars ($550,000,000). Any such increase in the Total Commitment shall be allocated to the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and/or the Tranche D Term Facility in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Tranche A Term Facility, Tranche B Term Facility, Tranche C Term Facility and/or Tranche D Term Facility such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested Advanceincrease. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (2each a “Joinder Agreement”) in form and substance reasonably satisfactory to the requested Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility and if such increase is not pro rata among the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility, the new or increased Commitments issued in connection with such increase, and the existing Tranche A Term Commitment, Tranche B Term Commitment, Tranche C Term Commitment and Tranche D Term Commitment of the Lenders shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Advanceincrease (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (3i) certifying and attaching the purpose for resolutions adopted by the Borrower approving or consenting to such Advance, with each Advance to be requested in a form satisfactory to Lenderincrease, and (4ii) if certifying that, before and after giving effect to such Advance will be a Eurodollar Borrowingincrease, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1.1(d), the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued representations and unpaid interest thereon, warranties contained in Section 6.8 shall be due deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and payable on Section 7.2.2, and except as to the Termination Date. (i) Borrower mayrepresentations and warranties in Sections 6.4, upon not less than three Business Days’ prior written or telephonic notice confirmed 6.7, 6.9, and 6.14 which may be modified only to reflect events occurring after the date hereof as specifically disclosed in writing the following Business Day to Lender, at any time Administrative Agent prior to or simultaneously with such written request and from time to time terminate in whole (B) no Default or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum Event of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountDefault exists. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the The amount of any partial reductionapplicable increase in the Tranche A Term Facility, and such termination or reduction of the Revolving Credit Commitment Tranche B Term Facility, the Tranche C Term Facility and/or the Tranche D Term Facility shall be effective funded on such Increase Effective Date. This Section shall supersede any provisions in Sections 12.2 or 13.4.1 to the date specified in Borrower’s noticecontrary. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to Upon the terms and conditions set forth and relying on the representations and warranties contained in this Loan Agreement and the other Loan Documents, each Lender hereby severally agrees to provide to Borrower, make Loans during the Commitment Period on a revolving basis from to or for the benefit of the Borrower, in an aggregate principal amount not to exceed at any time to time during outstanding the period commencing on lesser of the Closing Date and continuing through Facility Amount of such Lender or the Termination Date, Percentage Share of such amounts as Borrower may request hereunder (Lender of the “Revolving Credit Loans”)Borrowing Base then in effect; provided, however, that notwithstanding the total foregoing (i) the outstanding principal amount outstanding balance of all Loans of all Lenders plus the L/C Exposure shall not exceed the lesser of the Commitment Amount or the Borrowing Base at any time will not exceed $25,000,000.00 or, if any Senior Notes are outstanding, the Maximum Borrowing Base Amount in effect on the date of any such loan, and (ii) the “Revolving Credit Commitment”) minus the Letter sum of Credit Liabilities. If at any time the outstanding Revolving Credit principal balance of all Loans by any Lender plus the Percentage Share of such Lender of the L/C Exposure shall not exceed an amount equal to the Revolving Credit CommitmentPercentage Share of such Lender multiplied by the lesser of the Commitment Amount or the Borrowing Base at any time or, minus if any Senior Notes are outstanding, the Letter Maximum Borrowing Base Amount in effect on the date of Credit Liabilitiesany such loan. Loans shall be made from time to time on any Business Day designated by the Borrower in a Borrowing Request. (b) Subject to the terms of this Agreement, during the Commitment Period, the Borrower may borrow, repay, and reborrow and convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the case of Base Rate Loans, shall immediately repay be in an amount at least equal to Lender such excess $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Loan of a different type or, in the case of a LIBO Rate Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBO Rate Loans by all of the Lenders having the same Interest Period shall be at least equal to $1,000,000; and if any borrowing of LIBO Rate Loans having the same interest period would otherwise be in a lesser principal amount, plus all accrued but unpaid interest thereonsuch Loans shall be Base Rate Loans during such period. (c) Not later than 1:00 p.m. New York, New York time, on the date specified for each borrowing of a Loan, each Lender shall make available to the Agent an amount equal to the Percentage Share of such Lender of the borrowing to be made on such date, at an account designated by the Age nt, for the account of the Borrower. Subject The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrower may borrowin immediately available funds, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and an account designated from time to time terminate in whole or permanently reduce in part by the Revolving Credit Commitment in an amount up to the amount Borrower. All Loans by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment each Lender shall be in an aggregate minimum amount maintained at the Applicable Lending Office of $100,000 such Lender and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) evidenced by the Note of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLender. (iid) Upon an Event The failure of Default specified in Section 9.01(e)any Lender to make any Loan required to be made by it hereunder shall not relieve any other Lender of its obligation to make any Loan required to be made by it, and no Lender shall be responsible for the Revolving Credit Commitment and the commitment failure of any other Lender to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lendermake any Loan.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Lender hereby severally agrees to provide make loans (each such loan, a "Revolving Loan") to Borrower, on a revolving basis the Borrower from time to time on any Business Day during the period commencing on from the Closing Date and continuing through to the Termination Revolving Loan Maturity Date, in an aggregate amount not to exceed at any time outstanding, the amount of such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Lender's Commitment; provided, however, that after giving effect to any Borrowing, (i) the total principal amount outstanding at any time will Outstanding Amount shall not exceed $25,000,000.00 the Aggregate Commitments, and (ii) the “Revolving Credit Outstanding Amount applicable to any Lender shall not exceed such Lender's Commitment”) minus . Within the Letter limits of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit CommitmentLoans may be Base Rate Loans or Eurodollar Rate Loans, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. as further provided herein. (b) Subject to the terms and conditions hereofset forth herein and at the request of the Borrower delivered as set forth in Section 2.04, Borrower may borroweach Lender severally agrees to make a single loan (each such loan, repay and reborrow hereunder. All a "Term Loan") as designated in the Borrower's request such that such Lender's Revolving Credit Loans will shall be collectively called converted, in whole or in part, into a Term Loan in the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice amount of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice such Lender's Pro Rata Share of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount requested by the Borrower to be converted to Term Loans pursuant hereto; provided, however, that the principal amount of the Term Loan which any Lender shall be committed to make to the Borrower shall not exceed the lesser of (i) such requested AdvanceLender's Commitment, as in effect on the Term Loan Conversion Date and (2ii) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period Outstanding Amount applicable to such Borrowing. Lender on the Term Loan Conversion Date. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Amounts borrowed as Term Loans which are repaid or prepaid by the Borrower may not be reborrowed. After making its Term Loan pursuant to this subsection (b) The unpaid principal of the Loans), together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to no Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of have any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the further commitment to issuelend pursuant to this Agreement, amend, extend, or renew Letters but each Lender's obligation to continue Loans as one Type and convert Loans from one Type to another Type in accordance with the terms and conditions hereof shall thereafter continue in accordance with the terms and provisions of Credit shall automatically terminate without notice or other action by Lenderthis Agreement.

Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth forth, each Term Loan Lender agrees, severally and not jointly, to make a Term Loan denominated in this Loan Agreement and the other Loan Documents, Lender hereby agrees dollars to provide to Borrower, on a revolving basis from time to time during the period commencing Borrower on the Closing Date and continuing through in the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not to exceed $25,000,000.00 such Lender’s Term Loan Commitment. Term Borrowings repaid or prepaid may not be reborrowed. (the “Revolving Credit Commitment”b) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, Borrower may borroweach Revolving Lender agrees, repay severally and reborrow hereunder. All not jointly, to make Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right denominated in any Approved Currency to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to LenderBorrower, at any time and from time to time terminate in whole or permanently reduce in part on any Business Day during the Revolving Credit Commitment Availability Period, in an aggregate principal amount up to the amount by which the at any time outstanding that will not result in such Lender’s Revolving Credit Commitment exceeds the sum of all outstanding Exposure exceeding such Lender’s Revolving Credit Loans and Letter of Credit LiabilitiesCommitment; provided, that, after giving effect to any such partial reduction of Revolving Borrowing, (i) the Revolving Credit Commitment shall be in an aggregate minimum principal amount of $100,000 and integral multiples of $100,000 Revolving Loans denominated in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and Alternate Currencies shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and exceed the amount of any partial reductionAlternate Currency Sublimit, and such termination (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or reduction of the prepay and reborrow Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLoans. (iic) Upon Subject to Section 2.22, on the effective date of any Increase Joinder with respect to an Event Incremental Term Loan Facility, each Incremental Term Loan Lender party to such Increase Joinder agrees, severally and not jointly, to make an Incremental Term Loan denominated in dollars to Borrower under such Incremental Term Loan Facility on the effective date of Default specified such Increase Joinder in the principal amount not to exceed such Lender’s Incremental Term Loan Commitment for such Incremental Term Loan Facility. Incremental Term Borrowings repaid or prepaid may not be reborrowed. Incremental Term Loans may by ABR Incremental Term Loans or Eurodollar Incremental Term Loans, as further provided herein. (d) Subject to Section 9.01(e10.02(e), on the Revolving Credit effective date of any Replacement Term Loan Facility Amendment with respect to a Replacement Term Loan Facility, each Replacement Term Loan Lender party to such Replacement Term Loan Facility Amendment agrees, severally and not jointly, to make a Replacement Term Loan denominated in dollars to Borrower under such Replacement Term Loan Facility on the effective date of such Replacement Term Loan Facility Amendment in the principal amount not to exceed such Lender’s Replacement Term Loan Commitment and the commitment to issuefor such Replacement Term Loan Facility. Replacement Term Borrowings repaid or prepaid may not be reborrowed. Replacement Term Loans may by ABR Replacement Term Loans or Eurodollar Replacement Term Loans, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderas further provided herein.

Loans. (a) Subject Advantage will transfer to Peoples as of the Effective Time, subject to the terms and conditions set forth of this Agreement, all of Advantage's right, title and interest in this Loan Agreement (including accrued but unpaid interest and late charges and collateral relating thereto) the other Loan DocumentsTransferred Loans. Such Transferred Loans (as well as any lien or security interest related thereto) shall be transferred by means of a blanket (collective) assignment and not individually (except as may be otherwise required by law). (b) Not later than 30 calendar days after the Effective Time, Lender hereby agrees Peoples shall notify Advantage as to provide to Borrower, on a revolving basis from time to time during its rejection of any of the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder Transferred Loans (the “Revolving Credit "Retained Loans”"); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilitieswhich rejection may only occur due to a Transferred Loan's non-compliance with Section 5.9 hereof or fraud. If at any time Peoples' exercises its loan put-back option pursuant to this Section 2.4, in preparing the outstanding Revolving Credit Post-Closing Balance Sheet, Advantage shall either: (i) include as Transferred Loans exceed under this Agreement additional loans ("New Loans") with a Net Book Value that is not less than the Net Book Value of the Retained Loans and that comply with Section 5.9, or (ii) pay Peoples cash in an amount equal to the Revolving Credit Commitment, minus Net Book Value of the Letter Retained Loans. The New Loans shall be selected by Peoples from a pool of Credit Liabilities, Borrower loans compiled by Advantage. Exhibit 2.1(a) hereto shall immediately repay be adjusted to Lender reflect any such excess amount, plus all accrued but unpaid interest thereon. Subject adjustments to the Transferred Loans. (c) Advantage and Peoples agree that Peoples will become the beneficiary of credit life insurance written on direct consumer installment loans included in the Transferred Loans and coverage will continue to be the obligation of the current insurer after the Effective Time and for the duration of such insurance as provided under the terms of the policy or certificate. If Peoples becomes the beneficiary of credit life insurance written on direct consumer installment loans included in the Transferred Loans, Advantage and conditions hereofPeoples agree to cooperate in good faith to develop a mutually satisfactory method by which the current insurer will make rebate payments to and satisfy claims of the holders of such certificates of insurance after the Effective Time. After the Effective Time, Borrower may borrowAdvantage will promptly deliver to Peoples the proceeds of any credit life insurance relating to Transferred Loans inadvertently received by it. The parties' obligations under this Paragraph 2.4(c) are subject to any restrictions contained in existing insurance contracts as well as applicable laws and regulations. (d) In connection with the transfer of any Transferred Loans requiring notice to the borrower, repay Peoples and reborrow hereunder. Advantage will comply with all notice and reporting requirements of the documents associated with the Transferred Loans or of any law or regulation. (e) All Revolving Credit Transferred Loans will be collectively called transferred without recourse and without any warranties or representations whatsoever (including, without limitation, any representations or warranties as to the “enforceability or collectibility of any such Transferred Loans or the creditworthiness of any of the obligors or guarantors thereunder, or the value or adequacy of the collateral associated therewith). (f) Peoples will at its expense issue new coupon books or other forms of payment identification for payment of Transferred Loans for which Advantage provides coupon books with instructions to utilize Peoples' coupons or forms and to destroy coupons furnished by Advantage. (g) For a period of 90 calendar days after the Effective Time, Advantage will forward to Peoples payments received by Advantage in respect of the Transferred Loans”. Lender reserves Advantage shall have the right to require Borrower return to give Lender not less than one Business Day prior notice the borrower any payments received by it subsequent to 90 days after the Effective Time. Advantage shall promptly notify Peoples of each requested Advance bearing interest at rate based any such payments. Peoples shall reimburse Advantage for checks returned on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance payments forwarded to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such BorrowingPeoples. (bh) The unpaid principal As of the LoansEffective Time, together Advantage shall transfer and assign all files, documents and records related to the Transferred Loans to Peoples, including such information held in electronic form, and Peoples will be responsible for maintaining and safeguarding all such materials in accordance with all accrued applicable law and unpaid interest thereon, shall be due and payable on the Termination Datesound banking practices. (i) Borrower mayIf the balance due on any Transferred Loan purchased pursuant to this Section 2.4 has been reduced by Advantage as a result of a payment by check received prior to the Effective Time, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing which item is returned after the following Business Day to LenderEffective Time, at any time the asset value represented by the Transferred Loan transferred shall be correspondingly increased and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up in cash equal to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment increase shall be in an aggregate minimum amount of $100,000 paid by Peoples to Advantage promptly upon demand, provided each such Transferred Loan and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date its related collateral (which shall be a Business Day and shall if any) have not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination been impaired or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticereleased by Advantage. (iij) Upon an Event Advantage shall grant to Peoples as of Default specified the Effective Time a limited power of attorney, in Section 9.01(esubstantially the form attached hereto as Exhibit 2.4(j) (the "Power of Attorney"), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject Each Bank severally agrees, on and subject to the terms and conditions set forth in of this Loan Agreement and Agreement, to make loans to the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis Borrowers from time to time on any Business Day during the period commencing on from and including the Closing initial Borrowing Date and continuing through to but excluding the Termination Date, such amounts as Borrower may request hereunder (the “Reducing Revolving Credit Loans”); provided, however, the total Termination Date in an aggregate principal amount outstanding at any one time will outstanding up to but not exceed $25,000,000.00 (exceeding the “amount of such Bank's Reducing Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonCommitment as then in effect. Subject to the terms and conditions hereofof this Agreement, Borrower during such period the Borrowers may borrow, repay and reborrow hereunder. All the amount of the Reducing Revolving Credit Commitments. Loans will be collectively made pursuant to this Subsection 2.1(a) are herein called the “"Reducing Revolving Credit Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing". (b) The unpaid Each Bank severally agrees, on and subject to the terms and conditions of this Agreement and provided that the full principal amount of the Loansthen effective Reducing Revolving Credit Commitment is then outstanding, together with all accrued and unpaid interest thereon, shall be due and payable on to make loans to the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and Borrowers from time to time terminate in whole or permanently reduce in part on any Business Day during the period from and including the initial Borrowing Date to but excluding the Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount by which the of such Bank's Revolving Credit Commitment exceeds as then in effect. Subject to the sum terms and conditions of all outstanding Revolving Credit Loans this Agreement, during such period the Borrowers may borrow, repay and Letter of Credit Liabilities; provided, any such partial reduction reborrow the amount of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amountCommitments. Borrower’s notice Loans made pursuant to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15this Subsection 2.1(b) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the are herein called "Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeLoans". (c) The Loans made on each Borrowing Date may, on and subject to the terms and conditions of this Agreement, be Corporate Base Rate Loans or Eurodollar Loans (each being referred to in this Agreement as a "type" of Loan) as specified in the relevant notice of borrowing referred to in Subsection 2.2(a) hereof; provided that (i) no more than four Loans constituting Eurodollar Loans may be outstanding from each Bank at any one time and (ii) Upon an Event of Default specified in Section 9.01(e)subject to clause (i) above, the Revolving Credit Commitment and Borrowers may Convert Loans of one type into Loans of the commitment to issueother type or Continue Loans of one type as Loans of the same type, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderall as hereinafter provided.

Loans. (a) The Term Loan. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan DocumentsAgreement, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder Term Loan Lenders severally agree to make the Term Loan in the original principal amount of the Term Loan Facility Amount to the Borrowers. (the “b) The Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonLoan. Subject to the terms and conditions hereofset forth in this Agreement, Borrower each of the Revolving Credit Lenders severally agrees to lend to the Borrowers, and the Borrowers may borrow, borrow (and repay and reborrow hereunder. All reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrowers to Agent given in accordance with §2.7, such sums as are requested by the Borrowers for the purposes set forth in §2.9 up to a maximum aggregate principal amount Outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment and (ii) such Revolving Credit Lender’s Revolving Credit Commitment Percentage of (A) the Facility Available Amount minus (B) the sum of (1) the amount of all Outstanding Revolving Credit Loans will be collectively called the “and (without duplication) Swing Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (12) the aggregate amount of such requested AdvanceLetter of Credit Liabilities, (2) the requested date of such Advance, and (3) the purpose for such Advanceamount of all Outstanding Term Loans; provided, with each Advance to that, in all events no Default or Event of Default shall have occurred and be requested in a form satisfactory to Lendercontinuing; and provided, and (4) if such Advance will be a Eurodollar Borrowingfurther, that the Interest Period applicable to such Borrowing. (b) The unpaid Outstanding principal amount of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up Loans (after giving effect to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and amounts requested), Swing Loans, Letter of Credit Liabilities; provided, and Term Loans shall not at any such partial reduction time exceed the Total Commitment or cause a violation of the covenants set forth in §9. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall be in an aggregate minimum amount of $100,000 constitute a representation and integral multiples of $100,000 in excess of warranty by the Borrowers that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction all of the Revolving Credit Commitment shall be effective conditions required of the Borrowers set forth in §10 and §11 have been satisfied on the date specified of such request (or if such condition is required to have been satisfied only as of the Closing Date, that such condition NYDOCS03/1056463.7 was satisfied as of the Closing Date). Agent may assume that the conditions in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the §10 and §11 have been satisfied unless it receives prior written notice from a Revolving Credit Commitment and Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation to make Revolving Credit Loans to the commitment to issueBorrowers in the maximum aggregate principal outstanding balance of more than the principal face amount of its Revolving Credit Note or its Revolving Credit Commitment, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lenderas applicable.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Loan Agreement and the other Loan DocumentsAncillary Agreements, Lender hereby agrees Laurus may make loans (the "Loans") to provide to Borrower, on a revolving basis Company from time to time during the period commencing Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves") and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and continuing through a Revolving Note evidencing the Termination Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $500,000 to the extent that the outstanding balance on the Minimum Borrowing Note shall be equal to or less than $500,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such amounts portion of the balance of the Revolving Note as Borrower may request hereunder (shall equal the “Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Credit Loans”); providedNote and transferred to, howeverand evidenced by, the total principal amount outstanding Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If an Event of Default occurs, and continues to exist, Laurus is hereby authorized at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter its discretion to make and charge to Company's account, a Loan to Company as of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed such date in an amount equal to any unpaid interest, fees, costs or charges. (v) If Company at any time fails to perform or observe any of the Revolving Credit Commitmentcovenants contained in this Agreement or any Ancillary Agreement, minus Laurus may, but need not, perform or observe such covenant on behalf and in the Letter name, place and stead of Credit LiabilitiesCompany (or, Borrower at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall immediately repay be charged to Lender Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such excess amountcovenants of Company, plus Company authorizes Laurus to file financing statements and, upon an Event of Default which continues to exist, hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all accrued but unpaid interest thereon. Subject instruments, documents, assignments, security agreements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, Borrower may borrowdispute, repay and reborrow hereunder. All Revolving Credit contingency, set-off, or counterclaim with respect to any Eligible Account, (a "Delinquent Account"), Company shall (i) reimburse Laurus for the amount of the Loans will be collectively called made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate gross face amount of such requested Advance, Eligible Account or (2ii) the requested date of immediately replace such Advance, (3) the purpose for such Advance, Delinquent Account with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowingan otherwise Eligible Account. (b) The unpaid principal Following the occurrence of an Event of Default, which continues to exist, Laurus may, at its option, elect to convert the Loanscredit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (subsequent to ten (10) days written notice of which from Laurus shall provide to the Company), together with all accrued and unpaid interest thereon, Company shall be due deemed to hereby have sold, assigned, transferred, conveyed and payable on the Termination Date. (i) Borrower maydelivered to Laurus, upon not less than three Business Days’ prior written or telephonic notice confirmed and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in writing the following Business Day and to Lender, all Accounts which shall at any time and from time to time terminate in whole or permanently reduce in part constitute Eligible Accounts (the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all "Receivables Purchase"). All outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate accordance with the date (which shall be a Business Day and terms hereof shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) deemend an exercise by Laurus of such termination or reduction and the amount of any partial reduction, and such termination or reduction its secured creditor rights under Article 9 of the Revolving Credit Commitment UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be effective on required by Laurus to more fully set forth the date specified accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to enter into any such documentation shall not impair or affect the Receivables Purchase in Borrower’s noticeany manner whatsoever. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower each Lender severally agrees to make revolving credit loans in Dollars (the “Revolver Loans”) to the Borrowers from time to time during the Revolver Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such Lender’s Commitment; provided, that after giving effect to each such Revolver Loan, (a) the aggregate amount of outstanding Revolver Loans made by such Lender shall not exceed such Lender’s Commitment and (b) the aggregate amount of outstanding Revolver Loans used by the Borrowers to construct improvements or pay for improvements to the Office Property, pay capitalized fees and expenses incurred in connection with such construction and to acquire tangible property to be used at or in connection with the Office Property, shall not exceed the Construction Limit. The Commitments may be terminated or reduced from time to time pursuant to Section 2.14. Within the foregoing limits, the Borrowers may during the Revolver Period borrow, repay and reborrow hereunderunder the Commitments, subject to and in accordance with the terms and limitations hereof. All Revolving Credit The obligation of the Borrowers to repay the Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, is joint and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowingseveral. (bii) On the Conversion Date the aggregate outstanding principal amount of each Lender’s Revolver Loans then outstanding shall automatically and without any action required by any party hereto be converted into a term loan made by such Lender to the Borrowers (each a “Term Loan” and collectively the “Term Loans”). The unpaid Commitment of each Lender shall terminate on the Conversion Date and no further Revolver Loans shall be made thereafter. No portion of a Term Loan which is repaid may be reborrowed. The outstanding principal amount of the LoansTerm Loans shall amortize and be due and payable in monthly principal installments in the amounts set forth on Schedule IV, together payable on the first day of each month, commencing on the first day of the first month immediately following the Conversion Date, with all outstanding principal and accrued and unpaid interest thereon, shall be due and payable on the Termination Maturity Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to Each Lender, severally and not jointly, agrees upon the terms and subject to the conditions set forth in this Loan Agreement hereof, to make loans to the Parent (each such loan, a "Domestic Loan") and the other Loan Documentsto NBV (each such loan, Lender hereby agrees to provide to Borrower, on a revolving basis "Foreign Loan") from time to time during the period commencing on or after the Closing Date and continuing through prior to the Commitment Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal in an aggregate amount outstanding at any one time will outstanding for such Lender which shall not exceed $25,000,000.00 (the “Revolving Credit amount of such Lender's Commitment”) minus . No Loan shall be made which would result in the Letter aggregate amount of Credit Liabilitiesall outstanding Loans plus L/C Exposure exceeding the aggregate of the Commitments of all Lenders then in effect. If at any time No Domestic Loan shall be made which would result in the aggregate of all outstanding Revolving Credit Domestic Loans exceed an plus L/C Exposure exceeding the then current amount equal to of the Revolving Credit Commitment, minus Domestic Borrowing Base. No Foreign Loan shall be made which would result in the Letter aggregate of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereonoutstanding Foreign Loans exceeding the then current Foreign Borrowing Base. Subject to the terms and conditions hereof, a Borrower may borrow, repay and reborrow hereunderamounts constituting the Commitments. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right Subject to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar BorrowingSection 2.2 hereof, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, Loans shall be due and payable on made at such times as a Borrower shall request, but the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and Lenders shall not be required to make Loans hereunder more often than fifteen (15) Business Days after once each calendar week. The Foreign Borrower provides written notice hereby designates the Parent to Lender) provide any and all notices, requests and certificates to be delivered by the Foreign Borrower pursuant to the terms of such termination or reduction and the this Credit Agreement. The Agent shall apply a sufficient amount of any partial reduction, and such termination or reduction the proceeds of the Revolving initial Domestic Loans hereunder to the payment in full of the term loans under the Original Credit Commitment Agreement and all other outstanding loans under the Original Credit Agreement shall be effective on the date specified in Borrower’s noticebecome Domestic Loans hereunder. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documentsherein, each Tranche A Lender hereby severally agrees to provide make Tranche A Loans to BorrowerAuna Mexico, on a revolving basis from time to time during the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total in an aggregate principal amount outstanding at any time will not to exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate amount of such requested AdvanceXxxxxx’s Tranche A Commitment, (2) each Tranche B Lender severally agrees to make Tranche B Loans to Auna and Auna Mexico, on the requested date Closing Date, in an aggregate principal amount not to exceed the amount of such Advance, Xxxxxx’s Tranche B Commitment and each Incremental Lender (3during the Incremental Availability Period) severally agrees to make Incremental Loans to Auna Mexico on the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such BorrowingIncremental Loan Disbursement Date. (b) The unpaid principal total amount of the Loans, together with all accrued Commitments of Tranche A Loans and unpaid interest thereon, Tranche B Loans shall be due and payable not exceed U.S.$550,000,000 (or its equivalent in MXP based on the Termination Date.FX Rate), which Commitments shall consist of: (i) Borrower may, upon Tranche A Commitments in an aggregate amount not less than three Business Days’ prior written or telephonic notice confirmed the equivalent in writing MXP of U.S.$300,000,000, to be made available in cash in immediately available Mexican Pesos in accordance with this Agreement and a funds flow memorandum dated on the following Business Day to LenderClosing Date (the “Funds Flow Memorandum”), at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up subject to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction satisfaction of the Revolving Credit Commitment shall be conditions precedent set forth in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice.Article IV; (ii) Upon Tranche B-1 Commitments in an Event aggregate amount of Default specified U.S.$0 to be made available in cash in immediately available Dollars in accordance with this Agreement and the Funds Flow Memorandum, subject to the satisfaction of the conditions precedent set forth in Article IV; and (iii) Tranche B-2 Commitments in an aggregate amount of U.S.$250,000,000 to be made available in cash in immediately available Dollars in accordance with this Agreement and the Funds Flow Memorandum, subject to the satisfaction of the conditions precedent set forth in Article IV. (c) Any time an Incremental Commitment is made and accepted pursuant to Section 9.01(e)2.14, the Revolving Credit amount of such Incremental Commitment and shall not exceed the commitment then Outstanding Amount of Tranche B-2 Loans (or its MXP Equivalent). (d) This Agreement is not a revolving credit agreement. Amounts repaid or prepaid on account of the Loans may not be re-borrowed. (e) Each Lender at its option may make any Loan by causing any domestic or foreign Lending Office of such Lender to issuemake such Loan; provided, amendhowever, extendthat the exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement; provided, or renew Letters further, that no Lender shall exercise such option if it would result, at the time of Credit shall automatically terminate without notice or other action by Lenderexercising such option, in an increase in the amount that the Borrowers will be obligated to pay to such Lender pursuant to Section 3.01(b).

Loans. (a) Subject to 2.1. At the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to request of Borrower, on a revolving basis made at anytime and from time to time during the period commencing on term of this Agreement, and so long as no Event of Default has occurred hereunder and Borrower is in full, faithful and timely compliance with each and all the Closing Date covenants, conditions, warranties and continuing through representations contained in this Agreement and the Termination DateLoan Term Sheet and/or any other agreement between Bank and Borrower, such amounts Bank will make advances as Borrower may request hereunder (provided in the “Revolving Credit Loans”); Loan Term Sheet, provided, however, all advances made, letters of credit issued and other financial accommodations extended by Bank to or for the total principal amount outstanding account or benefit of Borrower under this Agreement and the Loan Term Sheet shall be added to and deemed part of the Obligations and Credit when made and/or issued. Notwithstanding any other provisions of this Agreement, at no time shall Bank be obligated to provide any financial accommodations whenever the Maximum Credit Limit or sublimits provided for in the Loan Term Sheet are exceeded. If, at any time will not exceed $25,000,000.00 for any reason such Maximum Credit Limit is exceeded or if any Maximum Sublimit on any subcomponent of the Credit, as provided in the Loan Term Sheet, is exceeded, then Borrower shall immediately pay to Bank, in cash, the amount by which such Maximum Credit Limit or Maximum Sublimit is exceeded (the “Revolving Credit CommitmentOver Line”) minus the Letter of Credit Liabilities). If If, at any time for any reason the outstanding Revolving Credit Loans exceed an amount equal to aggregate of advances made hereunder exceeds the Revolving Credit Commitmentprescribed Borrowing Base, minus the Letter of Credit Liabilitiesif any, then Borrower shall immediately repay pay to Lender Bank, in cash, the amount by which such excess amountBorrowing Base is exceeded (“Over Advance”). 2.2. Bank is hereby authorized to make the loans and the extensions of credit provided for in this Agreement based upon telephone or other instructions received from anyone purporting to be an authorized representative of Borrower or, plus all accrued but unpaid interest thereonat the discretion of Bank, if said loans are necessary to satisfy any Obligation of Borrower to Bank. Subject Bank shall have no duty to make inquiry or verify the terms authority of any such party, and conditions hereofBorrower shall hold Bank harmless from any damages, Borrower may borrowclaims, repay and reborrow hereunderor liability by reason of Bank’s honor of, or failure to honor, any such instructions. All Revolving Credit Loans will be collectively called the “Loans”. Lender Nevertheless, Bank reserves the right to require Borrower withhold advancing any loan hereunder pending receipt of such additional information as Bank may, from time to give Lender not less than one Business Day prior notice time, request. 2.3. Except as hereinbelow provided, the Credit shall bear interest, on the Daily Balance owing, at the Rate provided in the Loan Term Sheet. From and after the occurrence of each requested Advance bearing an Event of Default and without constituting a waiver of any such Event of Default, the Credit shall bear interest at rate based the Default Rate provided for in the Loan Term Sheet. All Over Advances shall bear additional interest on the CB Floating amount thereof at the rate equal to the Default Rate or three Business Days prior notice provided for in the Loan Term Sheet, payable from the date incurred and for each month the hereafter, until repaid in full. All interest chargeable under this Agreement that is based upon a per annum calculation shall be computed on the basis of each requested Advance bearing a 360-day year and actual days elapsed. All interest at rate based on LIBO Rate, specifying (1) payable by Borrower under the aggregate amount of such requested Advance, (2) the requested date of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, Credit shall be due and payable on the Termination Datefifth (5th) day of each calendar month during the term of this Agreement, and Bank may, at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of this Agreement and the Loan Term Sheet. 2.4. In the event that the Prime Rate published is, from time to time hereafter, changed, adjustment in the Rate shall be made and based on the Prime Rate in effect on the date of such change. The Rate, as adjusted, shall apply to the Credit owed until the Prime Rate is adjusted again. All interest payable by Borrower under the Credit shall be due and payable on the fifth (i5th) Borrower day of each calendar month during the term of this Agreement, and Bank may, upon not less than three Business Days’ prior written at its option, elect to treat such interest and any and all Bank Expenses as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit under the terms of this Agreement. 2.5. Bank or telephonic notice confirmed in writing the following Business Day to LenderBank's designee may, at any time following an Event of Default, notify customers or account debtors of Borrower that the Receivables have been assigned to Bank, that Bank has a security interest therein, collect them directly, and charge the collection costs and expenses to Borrower's account, but, unless and until Bank does so or gives Borrower other written instructions, Borrower shall collect all Receivables for Bank, receive in trust all payments thereon as Bank's trustee and immediately deliver said payments to Bank in their original form as received from time the account debtor. The receipt of any check or other item of payment by Bank shall not be considered a payment on account until such check or other item of payment is honored when presented for payment, in which event said check or other item of payment shall be deemed to time terminate have been paid to Bank in whole accordance with Bank's rules and regulations relating to credits to deposit accounts or, in Bank's discretion, two (2) calendar days after the date Bank actually receives possession of such check or permanently reduce other item of payment. 2.6. Notwithstanding the absolute and irrevocable assignment to Bank of the Receivables, Bank hereby grants permission to Borrower to collect and retain the Receivable as they become due and payable; however, such permission to Borrower shall be automatically revoked upon the occurrence of any Event of Default, and Lender shall have the right to notify customers or account debtors of Borrower that the Receivables have been assigned to Bank, that Bank has a security interest therein, collect them directly, and charge the collection costs and expenses to Borrower’s account, but, unless and until Bank does so or gives Borrower other written instructions, Borrower shall collect all Receivables for Bank, receive in part trust all payments thereon as Bank’s trustee and immediately deliver said payments to Bank in their original form as received from the Revolving Credit Commitment account debtor. The receipt of any check or other item of payment by Bank shall not be considered a payment on account until such check or other item of payment is honored when presented for payment, in an amount up which event said check or other item of payment shall be deemed to have been paid to Bank in accordance with Bank’s rules and regulations relating to credits to deposit accounts or, in Bank’s discretion, two (2) calendar days after the date Bank actually receives possession of such check or other item of payment. 2.7. Bank may exercise its rights hereunder, without notice to Borrower, and irrespective of whether notice of default has been delivered to Borrower, and without regard to the amount adequacy of the Collateral for the indebtedness secured hereby, either personally or by which attorney or agent, without bringing any action or proceeding, or by receiver appointed by the Revolving Credit Commitment exceeds Court, to take, receive and collect all or any part of the sum said Receivables, and after paying such costs of collection, including attorney’s fees, as in its judgment it may deem proper, to apply the balance upon the entire indebtedness owed Bank by Borrower. It is expressly understood and agreed by Borrower that Bank shall have no liability to Borrower or any other person for Bank’s failure or inability to collect Receivables. 2.8. Bank shall retain its security interest in all Collateral until all Obligations have been fully repaid. Returns and allowances, if any, as between Borrower and Borrower’s customers, will be on the same basis and in accordance with the usual customary practices of Borrower, as they exist at this time. Borrower shall promptly notify Bank of all outstanding Revolving Credit Loans returns and Letter recoveries and promptly notify Bank of Credit Liabilities; providedall disputes and claims. After an Event of Default, unless Bank shall otherwise agree in writing, no discount, credit or allowance shall be granted by Borrower to any account debtor and no return of merchandise shall be accepted by Borrower without Bank’s written consent. Bank may, after an Event of Default, settle or adjust disputes and claims directly with account debtors for amounts and upon terms which Bank considers advisable, and in such partial cases, Bank will credit in reduction of the Revolving Credit Commitment shall be Obligations only the net amounts received by Bank in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) payment of such termination disputed Receivables, after deducting all Bank Expenses incurred or reduction expended in connection therewith. 2.9. Bank shall render monthly statements of the Credit owing by Borrower to Bank, including statements of all principal, interest, fees and the amount of any partial reductionBank Expenses owing, and such termination or reduction of the Revolving Credit Commitment statements shall be effective on conclusively presumed to be correct and accurate and constitute an account stated between Borrower and Bank unless, within thirty (30) days after receipt thereof by Borrower, Borrower shall deliver to Bank, by registered or certified mail, at Bank’s place of business indicated hereinabove, written objection thereto specifying the date specified error or errors, if any, contained in Borrower’s noticeany such statement. No failure by Bank to render any such monthly statements shall be deemed to impair or otherwise affect the Credit. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (a) Subject to and upon the terms and conditions set forth in this Loan Agreement and the other Loan Documentscontained herein, Lender hereby agrees to provide make Revolving Loans to Borrower, on a revolving basis each Borrower from time to time during in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the period commencing on the Closing Date and continuing through the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”); provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving lesser of: (i) the Borrowing Base at such time or (ii) the Maximum Credit Commitmentat such time. (b) Except in Lender’s discretion or as otherwise provided herein, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1i) the aggregate amount of such requested Advance, (2) the requested date Loans and the Letter of such Advance, (3) the purpose for such Advance, with each Advance to be requested in a form satisfactory to Lender, and (4) if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, Credit Obligations outstanding at any time and from time to time terminate in whole or permanently reduce in part shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; providedObligations outstanding at any time shall not exceed the Borrowing Base, any such partial reduction and (iii) the aggregate principal amount of the Revolving Loans and Letter of Credit Commitment Obligations outstanding at any time based on the Eligible Accounts consisting of Automotive Accounts shall be in an not exceed $7,000,000, (iv) the aggregate minimum principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Accounts consisting of Tooling Accounts shall not exceed $100,000 2,000,000, (v) the aggregate principal amount of the Revolving Loans and integral multiples Letter of Credit Obligations outstanding at any time based on the Eligible Inventory consisting of Automotive Inventory shall not exceed $100,000 5,000,000 at any time, and (vi) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Inventory consisting of the work-in-progress filtration media at Borrowers’ Rochester, New Hampshire location shall not exceed $2,500,000. (c) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceed the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding exceed the Borrowing Base, or (iii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Accounts consisting of Automotive Accounts exceeds $7,000,000, (iv) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Accounts consisting of Tooling Accounts exceeds $2,000,000, (v) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Inventory consisting of Automotive Inventory exceeds $5,000,000, and (vi) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Inventory consisting of the work-in-progress filtration media at Borrowers’ Rochester, New Hampshire location exceeds $2,500,000, such event shall not limit, waive or otherwise affect any rights of Lender in excess of that amount. Borrower’s notice such circumstances or on any future occasions and Borrowers shall, upon demand by Lender, which may be made at any time or from time to time, immediately repay to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the entire amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s noticeexcess(es) for which payment is demanded. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.

Loans. (ai) Subject The proceeds of the Loans shall be used by Company for working capital purposes, including funding any shortfall in the Collection Account, for funding the Margin Excess in the Hedge Account, or for funding credit enhancement for the Warehouse Agreement or credit enhancement deemed necessary by a nationally recognized statistical rating organization or by Lenders to achieve the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Lender hereby agrees to provide to Borrower, on a revolving basis from time to time during the period commencing desired rating on the Closing Date certificates under Securitization Transactions and continuing through to pay additional interest on the Termination Date, such amounts as Borrower may request hereunder (the “Revolving Credit Loans”)Notes; provided, however, the total principal amount outstanding at any time will not exceed $25,000,000.00 (the “Revolving Credit Commitment”) minus the Letter of Credit Liabilities. If at any time the outstanding Revolving Credit Loans exceed an amount equal to the Revolving Credit Commitment, minus the Letter of Credit Liabilities, Borrower shall immediately repay to Lender such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All Revolving Credit Loans will be collectively called the “Loans”. Lender reserves the right to require Borrower to give Lender not less than one Business Day prior notice of each requested Advance bearing interest at rate based on the CB Floating Rate or three Business Days prior notice of each requested Advance bearing interest at rate based on LIBO Rate, specifying (1) the aggregate outstanding principal amount of all Loans other than Hedge Loans and Bridge Loans shall not at any time exceed $17,300,000, and (2) the aggregate outstanding principal amount of Working Capital Loans and Interest Shortfall Loans shall not at any time exceed $5,000,000 (excluding amounts loaned to Company as a Bridge Loan) plus, until repaid, the amount of a working capital borrowing to pay the facility fee under the Warehouse Agreement; further provided, that unless and until the aggregate outstanding principal amount of the borrowings under the Junior Subordinated Loan Agreement (without regard to the principal amount of the note evidencing the interest capitalized with respect to the borrowings under the Junior Subordinated Loan Agreement) equals: (x) $300,000, then the aggregate outstanding principal amount of all Loans shall not at any time exceed $17,300,000 and the aggregate principal amount of Working Capital Loans and Interest Shortfall Loans shall not at any time exceed $3,000,000; and (y) $500,000, then the aggregate outstanding principal amount of all Loans shall not at any time exceed $18,500,000 and the aggregate outstanding principal amount of Working Capital Loans and Interest Shortfall Loans shall not at any time exceed $4,200,000. Notwithstanding anything in this Agreement to the contrary, in no event will proceeds of the Loans be used by Company to fund repayment of any obligations under the Junior Subordinated Loan Agreement, including but not limited to any shortfall in the Collection Account relating to payments owing with respect to the Junior Subordinated Loan Agreement. Further, Company shall not fund repayment of its obligations under the Junior Subordinated Loan Agreement with its available working capital such requested Advancethat a Working Capital Loan is required under this Agreement (e.g., Company shall not request a Working Capital Loan if its available working capital is sufficient to meet all of its working capital requirements other than obligations under the Junior Subordinated Loan Agreement and shall only request a Working Capital Loan to the extent needed to meet such other working capital requirements)." (ii) Notwithstanding anything in this Agreement or the Junior Subordinated Agreement to the contrary, if (1) the Second Loan (as defined in the Junior Subordinated Agreement) shall have been made, (2) the requested date proceeds of such Advance, Second Loan are used by Company to acquire Eligible Assets and (3) Company shall have used all of its available Cash and Cash Equivalents to acquire Eligible Assets, then all principal and interest payments on the purpose for such AdvanceLoans and Second Loan shall be applied first to the Acquisition Loans and the Acquisition Bridge Loans, with each Advance second to be requested in a form satisfactory the Second Loan, third to Lenderall other Loans other than the Acquisition Loans and the Acquisition Bridge Loans, and fourth to all other Junior Subordinated Loan Obligations (4as defined in the Junior Subordinated Agreement) other than the Second Loan; provided however that if such Advance will be a Eurodollar Borrowing, the Interest Period applicable to such Borrowing. (b) The unpaid principal of the there are any outstanding Working Capital Loans and/or Other Bridge Loans designated by Company as Working Capital Loans, together with all accrued and unpaid interest thereon, this Section 2.4A(ii) shall be due and payable on the Termination Dateof no force or effect. (i) Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing the following Business Day to Lender, at any time and from time to time terminate in whole or permanently reduce in part the Revolving Credit Commitment in an amount up to the amount by which the Revolving Credit Commitment exceeds the sum of all outstanding Revolving Credit Loans and Letter of Credit Liabilities; provided, any such partial reduction of the Revolving Credit Commitment shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Borrower’s notice to Lender shall designate the date (which shall be a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitment shall be effective on the date specified in Borrower’s notice. (ii) Upon an Event of Default specified in Section 9.01(e), the Revolving Credit Commitment and the commitment to issue, amend, extend, or renew Letters of Credit shall automatically terminate without notice or other action by Lender.