Common use of Loans Clause in Contracts

Loans. Each borrowing under this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the Borrower shall give the Lender irrevocable written notice substantially terms and conditions of this Agreement (i) a term loan in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed BorrowingMaximum Term Loan Credit evidenced by the Term Note (the "TERM LOAN"), and a commercial revolving loan in an amount up to the Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time. (b) On or about the date of this Agreement, Lender has made and fully advanced to Borrower, and Borrower hereby acknowledges receipt of, the principal amount of the Term Loan in an amount equal to the Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, said principal amount of the Term Loan may not be re-advanced to or borrowed again by Borrower, and the Maximum Term Loan Credit shall automatically be reduced by the amount of such repayment or prepayment of principal under the Term Loan. (c) Subject to the terms and conditions of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (Bii) repay the requested date Revolving Loan, in full or in part, without penalty other than the payment of the Borrowingany applicable Breakage Fee, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (Diii) if such Borrowing is a LIBOR reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVforegoing, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur have any liability obligation to the make Revolving Loan Advances to Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf excess of the BorrowerMaximum Revolving Loan Credit and, in the event the obligation of Lender to make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.

Loans. Each borrowing under (a) Subject to the terms and conditions set forth in this Section 2.01 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 (a the “BorrowingRevolving 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 a an aggregate minimum amount of $100,000 or an and integral multiple multiples of $100,000 above such in excess of that amount. Subject Borrower’s notice to Section 3.08, each Borrowing Lender shall designate the date (which shall be comprised entirely a Business Day and shall not be more than fifteen (15) Business Days after Borrower provides written notice to Lender) of Prime Rate Loans such termination or LIBOR Loans, as reduction and the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face 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 issued under the Letter of Credit Sublimit, on any Business Day (shall automatically terminate without notice or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received other action by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions hereof, each Lender severally agrees during the Commitment Period to make revolving credit loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR LoansRevolving Loan” and, as the Borrower context may request in accordance herewith. The Borrower may borrow under require, collectively with all other Revolving Loans of such Lender and with the CommitmentRevolving Loans of all other Lenders, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR “Revolving Loans, any LIBOR Business Day”), provided that immediately after giving effect thereto: (i) the Borrower Aggregate Credit Exposure shall give not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) with respect to each Lender, (x) the aggregate principal amount of all Revolving Loans then outstanding from such Lender irrevocable written notice substantially (determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Revolving Loan), plus (y) the SL/LC Credit Exposure of such Lender, shall not exceed such Lender’s Core Currency Commitment. Subject to the terms and conditions hereof, Revolving Loans shall be Core Currency Advances or, at the option of the applicable Borrower, solely with respect to Revolving Loans in Dollars, ABR Advances. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the form applicable Currency on the Maturity Date. (b) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual capacity agrees during the Swing Line Commitment Period to make loans to one or more of Exhibit A hereto the Permitted Borrowers in the respective applicable Core Currencies (each a “Swing Line Loan” and, collectively, the “Swing Line Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) the aggregate outstanding principal amount of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Swing Line Loan) shall not exceed the Swing Line Commitment. Subject to the terms and conditions hereof, Swing Line Loans, shall be Swing Line Negotiated Rate Advances or, at the option of the applicable Borrower, solely with respect to Swing Line Loans in Dollars, ABR Advances. Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan maintained as an ABR Advance, (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date. (c) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all applicable Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9(g) or (h)), in which notice must be received case one or more borrowings of Revolving Loans constituting ABR Advances (or, subject to Section 3.9, constituting one or more Core Currency Advances specified by the Lender prior to 12:00 p.m., California timeParent in accordance with Section 2.3(a) with a one month Interest Period (1or such other Interest Period specified by the Parent in accordance with Section 2.3(a)) in the applicable Currency, as the case of Prime Rate Loansmay be (each such borrowing a “Mandatory Borrowing”), shall be made on the fifth Business Day immediately succeeding such requested Borrowing datenotice by each Lender pro rata based on its Core Currency Commitment Percentage immediately prior thereto, and (2) the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in the case applicable Currency pursuant to each Mandatory Borrowing in respect of LIBOR Loans, two any Swing Line Loan in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swing Line Lender notwithstanding (2i) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) that the amount of the proposed Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Article 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (Bv) the requested aggregate principal amount of all Loans then outstanding, and (vi) the Aggregate Commitments, the Aggregate Core Currency Commitments or the Aggregate Core Currency Credit Exposure at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the Borrowingcommencement of any proceeding referred to in Section 9(g) or (h)), then each Lender agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Core Currency Commitment Percentages at such time, provided that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such Lender to fulfill its obligations under this Section 2.1(c). (d) Subject to the terms and conditions hereof, each Lender in its individual capacity agrees to make at any time and from time to time during the Commitment Period a loan or loans under one or more of its Individual Currency Commitments to one or more of the Permitted Borrowers in the respective applicable Non-Core Currencies (each an “Individual Currency Loan” and, as the context may require, collectively with all other Individual Currency Loans of such Lender and, as the context may require, with the Individual Currency Loans of all other Lenders, the “Individual Currency Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (Cii) whether the Aggregate Individual Currency Credit Exposure shall not exceed the Aggregate Individual Currency Commitments, and (iii) with respect to any Lender, the aggregate principal amount of the Individual Currency Loans of such Borrowing is to be a Prime Rate Lender denominated in an applicable Non-Core Currency shall not exceed such Lender’s Individual Currency Commitment in such applicable Non-Core Currency. Each Individual Currency Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loandue and payable on the earlier of (x) and (D) if such Borrowing is a LIBOR Loan, the length last day of the Interest Period therefor. Upon satisfaction or waiver of applicable thereto and (y) the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerMaturity Date.

Loans. Each borrowing under this Section 2.01 Buyer shall (a “Borrowing”i) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to Section 3.08whom Seller has made outstanding education loans, each Borrowing shall be comprised entirely of Prime Rate mortgage loans, and relocation loans (excluding any Participant Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business DaySeller's Savings Plans), provided (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Borrower Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Transferred Employee) to Seller for application by Seller to the Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall give commence as of the Lender irrevocable written notice substantially in Closing Date and continue until the form earlier of Exhibit A hereto (the full amortization of the Transferred Employee's indebtedness or the last date on which notice must be received Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by the Lender prior Seller to 12:00 p.m.such Transferred Employees, California time) (1) except in the case of Prime Rate Loans, on such requested Borrowing datea default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be construed to obligate Buyer to repay to Seller any portion of the outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (2including reasonable attorney's fees) in any way arising from or incurred as a result of Buyer's administration of the case of LIBOR Loans, two (2) LIBOR Business Days prior to outstanding indebtedness or the requested Borrowing date, payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in each case specifying (A) this Section 11.3.1 and the amount and nature of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is this indebtedness shall be identified on a Schedule 11.3.1 to be a Prime Rate Loan or a LIBOR Loan (prepared by Seller and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, submitted to Buyer before the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerClosing Date.

Loans. a) U.S. Dollar Committed Loans. Each borrowing under this Section 2.01 Lender with a U.S. Dollar Commitment severally agrees, on the terms and conditions set forth herein, to make loans (each a “BorrowingU.S. Dollar Committed Loan”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject Dollars to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed such 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), (or for LIBOR i) the Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Commitments, (ii) the 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 LIBOR Business DayLender, 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. Within the limits of each Lender’s U.S. Dollar Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must prepay under Section 2.06, and reborrow under this Section 2.01(a). U.S. Dollar Committed Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurocurrency Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided herein.

Loans. (a) On the Final Facility Effective Date, each Roll-Up Lender shall become entitled to roll up an aggregate principal amount of Prepetition Loans held by such Roll-Up Lender (directly or in its capacity as a Participant (as defined in the Prepetition Credit Agreement)) equal to such Roll-Up Lender’s Prepetition Loan Roll-Up Loan Amount as set forth opposite such Roll-Up Lender’s name on Schedule 2.01(a) into roll-up loans hereunder (the “Roll-Up Loans”). Subject to the terms and conditions set forth herein, on the Final Facility Effective Date, and without any further action by any party to this Agreement, each Roll-Up Lender’s Roll-Up Loans shall, from and after such date, be designated as such and administered hereunder. Such designation is not intended to and shall not constitute a payment on account of, or a novation of, the applicable Prepetition Loans and Prepetition Participations, which shall continue to be outstanding under the Prepetition Credit Agreement, and administered under this Agreement as Roll-Up Loans. As a consequence of such designation, and solely to enable the Roll-Up Loans to be administered hereunder, effective with such designation and except as otherwise provided in the Prepetition Credit Agreement, each Roll-Up Loan that is the subject of such designation shall from and after such designation constitute a Roll-Up Loan hereunder; provided that, for the avoidance of doubt, the Roll-Up Loans shall continue to be guaranteed by the Guarantors under the Guaranty (as defined in the Prepetition Credit Agreement) and secured by and entitled to the benefits of all Liens and security interests created and arising under the Collateral Documents (as defined in the Prepetition Credit Agreement), which Liens and security interests shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority, as if such Loans had not been so designated. Each borrowing such designation shall be applied on a pro rata basis to each class of Prepetition Loans and Prepetition Participations held by such Roll-Up Lender under the Prepetition Credit Agreement to the extent rolled up under this Agreement as set forth on Schedule 2.01(a). For the avoidance of doubt, each Roll-Up Lender acknowledges and agrees that by accepting the benefits of this Agreement, on the Final Facility Effective Date each Prepetition Lender rolling up loans under this Agreement shall become a party to this Agreement as a Roll-Up Lender hereunder by executing and delivering this Agreement. Amounts rolled up under this Section 2.01 2.01(a) and repaid or prepaid may not be reborrowed. The Administrative Agent shall update Schedule 2.01(a) on the Final Facility Effective Date to reflect each Roll-Up Lender’s Roll-Up Loan Amount (a “Borrowing”which Roll-Up Loan Amount listed on Schedule 2.01(a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above conclusive absent manifest error) and deliver such amount. updated Schedule 2.01(a) to the Borrower and the Roll-Up Lenders, whereupon such updated Schedule 2.01(a) shall constitute Schedule 2.01(a) for all purposes hereunder. (b) Subject to Section 3.08the terms and conditions set forth herein, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR LoansNew Money Lender severally agrees to make loans (each such loan, as the a “New Money Loan”) to Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimitfrom time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (or for LIBOR Loansi)(a) the Total New Money Outstandings shall not exceed the Aggregate Commitments, and (b) the aggregate Outstanding Amount of the New Money Loans of any LIBOR Business DayLender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment and (ii) during the Interim Period, (a) the Total New Money Outstandings shall not exceed the Interim Facility Cap and (b) the aggregate Outstanding Amount of the New Money Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Applicable Percentage of the Interim Facility Cap. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.01(b), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must prepay under Section 2.04, and reborrow under this Section 2.01(b). Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurodollar Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided herein.

Loans. Each borrowing under this (i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Lender may make loans (the “Loans”) to the Companies from time to time during the 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 Lender may deem proper and necessary from time to time in its commercially reasonable judgment (the “Reserves”) and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2.01 (a “Borrowing”2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amountreferred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Lender on the Closing Date the Note evidencing the Loans funded on the Closing Date. Subject The Companies hereby each acknowledge and agree that Lender’s obligation to Section 3.08, each Borrowing purchase the Note from the Companies on the Closing Date shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as contingent upon the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day satisfaction (or for LIBOR Loans, any LIBOR Business Day), provided that waiver by Lender) of the Borrower shall give the Lender irrevocable written notice substantially items and matters set forth in the form of Exhibit A hereto (which notice must be received closing checklist provided by Lender to the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, Companies on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Lender that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall exist no Event of Default, (ii) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete in all material respects and (iii) all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met in all material respects. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested Borrowing by any Company, Lender retains the right to lend to such Company from time to time such amounts in excess of such limitations as Lender may determine in its sole discretion (each, a “Permitted Overadvance”). In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as of the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; (ii) all representations, warranties and covenants made by the Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete in all material respects as of such date; and (iii) the Companies and their respective Subsidiaries shall have taken all action necessary to grant Lender “control” over all of the Companies’ and their respective Subsidiaries’ Deposit Accounts (the “Control Accounts”), with any agreements establishing “control” to be in form and substance satisfactory to Lender. “Control” over such Control Accounts shall be released upon the indefeasible repayment in full and termination of the Permitted Overadvance (together with all accrued interest and fees which remain unpaid in respect thereof). The Companies hereby agree to provide a certificate confirming the satisfaction of the Overadvance Conditions concurrently with the request for same. (iii) If any interest, fees, costs or charges payable to Lender hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Lender is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (iv) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Lender may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Lender’s option, in Lender’s name) and may, but need not, take any and all other actions which Lender 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 Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by Lender shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Lender’s performance or observance of such covenants by each case Company, each Company hereby irrevocably appoints Lender, or Lender’s delegate, acting alone, as such 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 such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (v) Lender will account to Company Agent monthly with a statement of all 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 Company Agent 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. (Avi) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (vii) (x) 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 within 180 days if such Eligible Account is covered by credit default insurance acceptable to the Lender or (y) if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (each, a “Delinquent Account”), the Companies shall jointly and severally (i) reimburse Lender for the amount of the proposed Borrowing, Loans made with respect to such Delinquent Account or (Bii) the requested date of the Borrowing, (C) whether immediately replace such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as Delinquent Account with an otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerEligible Account.

Loans. Each borrowing under this Section 2.01 (a) Subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by a “Borrowing”Borrower (or Administrative Borrower on behalf of such Borrower) shall be up to the amount outstanding at any time equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Maximum Credit at such time. (b) Except in a minimum Agent’s discretion and with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate the Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under and the Letter of Credit SublimitAccommodations outstanding at any time shall not exceed the Maximum Credit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (Aii) the aggregate principal amount of the proposed BorrowingRevolving Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Borrowing Base, (Biii) the requested date aggregate principal amount of the BorrowingRevolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory consisting of gasoline and diesel fuel shall not exceed the Fuel Inventory Loan Limit, (Civ) whether such Borrowing the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on the Eligible Inventory which is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing Perishable Inventory shall be a Prime Rate Loan) not exceed $2,000,000 and (Dv) if such 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 is a LIBOR LoanBase, 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 length 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 Interest Period therefor. Upon satisfaction or waiver outstanding Letter of Credit Accommodations exceed the applicable conditions sublimit for Letter of Credit Accommodations set forth in Article IVSection 2.2(e), the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing event shall not relieve 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 Borrower entire amount of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing such excess(es) for which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerpayment is demanded.

Loans. Each borrowing under this Section 2.01 Subject to the terms and conditions set forth herein, each Lender severally agrees to make (i) loans to the US Borrowers from time to time in US Dollars (each such loan, a “BorrowingUS Borrower Loan”) shall be and (ii) loans to the European Borrower from time to time in Euros or US Dollars (each such loan, a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08“European Borrower Loan”), in each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, case on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing, (or i) the Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Total Borrowing Base, and (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. In no event shall Lenders have any obligation to honor a request for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) a US Borrower Loan if the unpaid balance of US Borrower Loans and L/C Obligations with respect to US Letters of Credit outstanding at such time (including the requested US Borrower Loan) would exceed the lesser of (x) the Total US Sublimit and (y) the US Borrowing Base or (2) a European Borrower Loan if the unpaid balance of European Borrower Loans and L/C Obligations with respect to European Letters of Credit outstanding at such time (including the requested European Borrower Loan) would exceed the lesser of (x) the Total European Sublimit and (y) the European Borrowing Base. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be made (a) in the case of Prime US Borrower Loans, at the option of the US Borrowers, as US Base Rate Loans or Eurocurrency Rate Loans, on such requested Borrowing date, in each case in US Dollars and (2b) in the case of LIBOR European Borrower Loans, two (2) LIBOR Business Days prior to at the requested Borrowing dateoption of the European Borrower, as Eurocurrency Rate Loans in US Dollars or Euros, in each case specifying (A) as further provided herein. In addition to the amount of foregoing, certain Loans may be made to the proposed Borrowing, (B) Borrowers to the requested date of the Borrowing, (C) whether such Borrowing is extent they are deemed to be a Prime Rate Loan or a LIBOR Loan (made in accordance with Sections 2.02(c), 2.02(g), 2.03(c)(i)(B), 2.03(c)(ii), 3.02, 3.03 and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower3.07.

Loans. Each borrowing under this Section 2.01 (Term A Loan Lender set forth on Schedule I-A hereto agrees, severally and not jointly, to make, on the Restatement Date, a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject Term A Loan to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions as set forth in Article IVSection 2.1(b)(i) of the Restated Credit Agreement. Each Term B Loan Lender set forth on Schedule I-B hereto agrees, severally and not jointly, to make, on the Restatement Date, a Term B Loan to the Borrower as set forth in Section 2.1(b)(ii) of the Restated Credit Agreement. Each Revolving Credit Lender will set forth on Schedule I-C hereto agrees, severally and not jointly, to provide Revolving Credit Commitments after the Restatement Date, and from time to time make available the proceeds of all such Revolving Loans to the Borrower as set forth in Section 2.1(a) of the Restated Credit Agreement. The proceeds of the Loans are to be used by crediting the account Borrower solely for the purposes set forth in 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 books of Restatement Date and shall exclude the Lender, or Term A Loans (as otherwise directed defined in the Existing Credit Agreement) made by the Borrower. The Lender’s failure Term A Loan Lenders (as defined in the Existing Credit Agreement) on the Effective Date, and (b) references in the Restated Credit Agreement to receive any written notice of a particular Borrowing the “Term B Loans” shall not relieve include the Borrower of its obligations to repay Term B Loans made by the Borrowing made and to pay interest thereon. The Lender shall not incur any liability Term B Loan Lenders to the Borrower on the Restatement Date and shall exclude the Term B Loans (as defined in acting upon any notice of Borrowing which the Lender believes Existing Credit Agreement) made by the Term B Loan Lenders (as defined in good faith the Existing Credit Agreement) on the Effective Date, (c) references in the Restated Credit Agreement to have been given the “Revolving Loans” shall include the Revolving Loans made by a Person duly authorized the Revolving Credit Lenders to borrow on behalf of the Borrower.Borrower from time to time after the Restatement Date and shall exclude the Revolving Loans (as defined in the Existing Credit Agreement) made by the Revolving Credit Lenders (as defined in the Existing Credit Agreement) prior to the Restatement Date and (d) references in the Restated Credit Agreement to the

Loans. Each borrowing (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans under this Section 2.01 (a “Borrowing”) shall be the Revolving Line of Credit to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in a minimum an aggregate amount not to exceed at any time outstanding the amount of $100,000 or an integral multiple such Lender’s Pro Rata Share of $100,000 above 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 the Revolving Line of Credit Commitment Amount, (ii) the 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 such amountLender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Subject Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to Section 3.08the other terms and conditions hereof, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitmentthis Section 2.01(a), less the aggregate face amount of Letters prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Line of Credit issued Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make term loans under the Letter of Credit Sublimit, Term Commitment to the Borrower from time to time on any Business Day during the period from the Closing Date to the date that is one hundred eighty (or for LIBOR Loans180) calendar days following the Closing Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Pro Rata Share of the Term Commitment Amount; provided that, after giving effect to any LIBOR Business Day)Borrowing, provided that (i) the aggregate Outstanding Amount of all Term Commitment Loans shall not exceed the Term Commitment Amount, (ii) the aggregate Outstanding Amount of 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 Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must may borrow under this Section 2.01(b) and prepay under Section 2.03; provided that, once repaid or prepaid, no amounts may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime reborrowed under this Section 2.01(b). Term Commitment Loans may be Base Rate Loans or Eurodollar Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided herein.

Loans. Each borrowing (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans under this Section 2.01 (a “Borrowing”) shall be the Revolving Line of Credit to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in a minimum an aggregate amount not to exceed at any time outstanding the amount of $100,000 or an integral multiple such Lender’s Pro Rata Share of $100,000 above 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 the Revolving Line of Credit Commitment Amount, (ii) the 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 such amountLender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount. Subject Within the limits of each Lender’s Pro Rata Share of the Revolving Line of Credit Commitment Amount, and subject to Section 3.08the other terms and conditions hereof, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitmentthis Section 2.01(a), less the aggregate face amount of Letters prepay under Section 2.03, and reborrow under this Section 2.01(a). Revolving Line of Credit issued under the Letter of Credit Sublimit, on any Business Day (Loans may be Base Rate Loans or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Eurodollar Rate Loans, on such requested Borrowing date, and as further provided herein. (2b) in the case of LIBOR Loans, two (2) LIBOR Business Days prior Subject to the requested Borrowing dateterms and conditions set forth herein, each Lender severally agrees to make term loans under the Term Commitment to the Borrower on a single Business Day during the period from the Closing Date to and including November 16, 2004 in each case specifying (A) the an aggregate amount not to exceed such Lender’s Pro Rata Share of the proposed Term Commitment Amount; provided that, after giving effect to any Borrowing, (Bi) the requested date aggregate Outstanding Amount of all Term Commitment Loans shall not exceed the Term Commitment Amount, (ii) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (iii) the aggregate Outstanding Amount of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length Term Commitment Loans of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability exceed such Lender’s Pro Rata Share of the Term Commitment Amount. Subject to the other terms and conditions hereof, the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to may borrow on behalf of the Borrowerunder 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 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount for any Borrower not to exceed the Borrowing Availability of such Borrower, and (ii) any Borrower may from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 2.01 1.1. (a “Borrowing”b) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California each a "Notice of Revolving Credit Advance") given no later than 11:00 A.M. (Los Angeles time) on the Business Day of the proposed advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (1i) in the case any Notice of Prime Rate Loans, on such requested Borrowing dateRevolving Credit Advance believed by Lender to be genuine, and (2ii) in the case assumption that the Persons making electronic requests or executing and delivering a Notice of LIBOR LoansRevolving Credit Advance were duly authorized, two (2) LIBOR Business Days prior unless the responsible individual acting thereon for Lender shall have actual knowledge to the requested Borrowing datecontrary. As an accommodation to Borrowers, in each case specifying (A) the amount of the proposed BorrowingLender may permit telephonic, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lenderelectronic, or as otherwise directed facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by the any Borrower. The Lender’s failure Unless each Borrower specifically directs Lender in writing not to receive accept or act upon telephonic, facsimile or electronic communications from any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Borrower, Lender shall not incur any have no liability to the any Borrower in acting upon for any notice loss or damage suffered by any Borrower as a result of Borrowing which the Lender believes in good faith Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been given sent to Lender by a Person duly authorized any Borrower and Lender shall have no duty to borrow on behalf verify the origin of any such communication or the identity or authority of the BorrowerPerson sending it. The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (c) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by such Borrower and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance to any Borrower or incur any other Obligation if any Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(b).

Loans. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each borrowing Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.01 2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above made on the same Business Day by all Revolving Credit Lenders pro rata based on each such amount. Subject to Section 3.08Lender’s Revolving Credit Commitment Percentage, each Borrowing and the proceeds thereof shall be comprised entirely of Prime Rate applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any upon same Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written Days’ notice substantially pursuant to each Mandatory Borrowing in the form of Exhibit A hereto (which notice must be received amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender prior to 12:00 p.m., California timenotwithstanding (i) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) that the amount of the proposed BorrowingMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (Bii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the requested date of such Mandatory Borrowing or (v) any reduction in the BorrowingTotal Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (Cincluding as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing participation of the outstanding Swingline Loans as shall be a Prime Rate Loan) necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and (D) if interest payable on such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Swingline Loans to the Borrower by crediting shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower on may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the books of Administrative Agent and the LenderBorrower, or as otherwise directed executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. The Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s failure acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to receive zero. Notwithstanding the effectiveness of any written notice such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a particular Borrowing Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur make any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borroweradditional Swingline Loans.

Loans. (i) An Authorized Representative of a Borrower shall give the Agent at least three (3) Business Days’ irrevocable telephonic notice of each Loan to such Borrower (or, in the 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 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 the Borrower, the amount of the borrowing, the Type of Loan (Euribor Rate if such Loan is requested in Euros, or Offshore Rate if such Loan is requested in an Alternative Currency), the date of 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 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 later than 2:00 P.M. (London 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 preceding the date specified for 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) (A) In the case of Loans in Euros, not later than 10:00 A.M. (London time) on the date specified for each borrowing under this Section 2.01 (a “Borrowing”) 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 the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject directed to Section 3.08, each Borrowing the Agent at the Principal Office and shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be Euros constituting immediately available funds. The amount so received by the Lender prior Agent shall, subject to 12:00 p.m.the terms and conditions of this Agreement, California be made available to the applicable Borrower by delivery no later than 4:00 P.M. (London time) (1) of the proceeds thereof to the applicable Borrower’s Account or otherwise as shall be directed in the case applicable Borrowing Notice by the Authorized Representative of Prime Rate Loans, on such requested Borrowing date, Borrower and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior reasonably acceptable to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerAgent.

Loans. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, on the Closing Date, and (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, (iv) shall be denominated in Dollars, (ivv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vvi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each borrowing Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.01 2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above made on the same Business Day by all Revolving Credit Lenders pro rata based on each such amount. Subject to Section 3.08Lender’s Revolving Credit Commitment Percentage, each Borrowing and the proceeds thereof shall be comprised entirely of Prime Rate applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any upon same Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written Days’ notice substantially pursuant to each Mandatory Borrowing in the form of Exhibit A hereto (which notice must be received amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender prior to 12:00 p.m., California timenotwithstanding (i) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) that the amount of the proposed BorrowingMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (Bii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the requested date of such Mandatory Borrowing or (v) any reduction in the BorrowingTotal Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (Cincluding as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing participation of the outstanding Swingline Loans as shall be a Prime Rate Loan) necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and (D) if interest payable on such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Swingline Loans to the Borrower by crediting shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower on may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the books of Administrative Agent and the LenderBorrower, or as otherwise directed executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. The Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s failure acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to receive zero. Notwithstanding the effectiveness of any written notice such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a particular Borrowing Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur make any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borroweradditional Swingline Loans.

Loans. Each borrowing under (a) On the terms and subject to the conditions set forth in this Section 2.01 Agreement, each Revolving Lender hereby agrees to make advances to or on behalf of the Borrower (individually, a “BorrowingRevolving Loan” and collectively the “Revolving Loans”) from time to time on any date (each such date on which a Loan is made, a “Loan Date”) during the period from the Effective Date to the end of the Revolving Period. The Eligible Currency Loans shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing made solely by the Multicurrency Lenders and the Dollar Loans shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received made solely by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing dateDollar Lenders, in each case specifying in accordance with Section 2.2(d). (Ab) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is Each Term Lender hereby agrees to be a Prime Rate Loan make advances to or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerBorrower (individually, a “Term Loan” and collectively the “Term Loans”) on the related Funding Date during the period from the Effective Date until the Term Commitment Termination Date, in each case, in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the total Term Commitment at such time. The Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (i) an Unmatured Event of Default or an Event of Default would exist, (ii) if immediately after giving effect thereto, a Borrowing Base Deficiency would exist, (iii) the Outstanding Loan Amount (using the Applicable Conversion Rate) would exceed (x) the Facility Amount minus (y) the difference (subject to a minimum of zero) of the Aggregate Exposure Equity Amount minus the equivalent in Dollars of the amount on deposit in the Unfunded Exposure Account or (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day. Subject to the terms of this Agreement, during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (subject to the provisions of Section 2.4) one or more Revolving Loans.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, each Revolver Lender severally agrees to make loans (each such loan, a “BorrowingRevolver Loan”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimitfrom time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolver Commitment; provided, however, that after giving effect to any Revolver Borrowing, (or for LIBOR Loansi) the Total Revolver Outstandings shall not exceed the Aggregate Revolver Commitments and (ii) the aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, any LIBOR Business Day)plus such Revolver Lender’s Applicable Revolver Percentage of the Outstanding Amount of all L/C Obligations, provided that 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. Within the limits of each Lender’s Revolver Commitment, and subject to the other terms and conditions hereof, the Borrower’s ability to obtain Revolver Loans shall be fully revolving, and accordingly the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolver Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurodollar Rate Loans, on such requested Borrowing date, and as further provided herein. (2b) in the case of LIBOR Loans, two (2) LIBOR Business Days prior Subject to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (terms and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVherein, the each Term Lender will severally agrees to make available the proceeds of all such Loans a term loan (each, a “Term Loan”) to the Borrower by crediting the account of the Borrower on the books Closing Date (or on any Increase Effective Date with respect to increases in the Term Commitments pursuant to Section 2.14), in an aggregate amount not to exceed such Term Lender’s Term Commitment; provided, however, that after giving effect thereto, the Total Term Outstandings shall not exceed the Aggregate Term Commitments. No portion of the Lender, or as otherwise directed by the Borrowerany Term Loan that has been repaid may be reborrowed. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerTerm Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount fulfillment of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions precedent set forth in Article IVSections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, the Lender will make available the proceeds of all such Loans agrees from time to the Borrower by crediting the account of the Borrower time, on the books terms and conditions of this Loan Agreement, to make loans (individually, a "Loan"; ---- collectively, the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability "Loans") to the Borrower in acting upon Dollars, from and including the ----- Effective Date to and including the Termination Date in an aggregate principal amount at any notice one time outstanding up to but not exceeding the Maximum Credit as in effect from time to time. (b) Subject to the terms and conditions of Borrowing which this Loan Agreement, during such period the Lender believes Borrower may borrow, repay and reborrow hereunder. (c) In no event shall a Loan be made when any Default or Event of Default has occurred and is continuing. (d) In determining at any time to what extent Loans are Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans, or Tranche Wet-Ink Loans, the Collateral Value of each Mortgage Loan shall be taken into account in good faith the following order of priority: (a) first, the Collateral Value of all 'A' Credit ----- Mortgage Loans shall be taken into account to have been given by a Person duly authorized determine the amount of Tranche A Loans, (b) second, the Collateral Value of all 'B' Credit Mortgage Loans shall ------ be taken into account to borrow on behalf determine the amount of Tranche B Loans, (c) third, the Borrower----- Collateral Value of all 'C' Credit Mortgage Loans shall be taken into account to determine the amount of Tranche C Loans, (d) fourth, the Collateral Value of all ------ 'D' Credit Mortgage Loans shall be taken into account to determine the amount of Tranche D Loans, and (e) fifth, the Collateral Value of all Wet-Ink Mortgage ----- Loans shall be taken into account to determine the amount of Tranche Wet-Ink Loans. All Loans shall be either Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans or Tranche Wet-Ink Loans.

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees to make available to Borrower advances (each, a “Revolving Credit Advance”) in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow under this Section 2.01 (a “Borrowing”) 1.1. The Revolving Credit Loan shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08evidenced by, each Borrowing shall and be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request repayable in accordance herewith. The Borrower may borrow under with the Commitmentterms of, less the aggregate face amount of Letters of Revolving Credit issued under the Letter of Credit Sublimit, on any Business Day Note and this Agreement. (or for LIBOR Loans, any LIBOR Business Day), provided that the b) Borrower shall give the Lender irrevocable request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A hereto (which notice must each a “Notice of Revolving Credit Advance”) given no later than 11:00 a.m. New York City time on the Business Day of the proposed advance. Lender shall be received fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (i) any Notice of Revolving Credit Advance believed by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing datebe genuine, and (2ii) in the case assumption that the Persons making electronic requests or executing and delivering a Notice of LIBOR LoansRevolving Credit Advance were duly authorized, two (2) LIBOR Business Days prior unless the responsible individual acting thereon for Lender shall have actual knowledge to the requested Borrowing datecontrary. As an accommodation to Borrower, in each case specifying (A) the amount of the proposed BorrowingLender may permit telephonic, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lenderelectronic, or as otherwise directed facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by the Borrower. The Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic, facsimile 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 failure honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made it telephonically, by facsimile or electronically and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith purporting to have been given sent to Lender by a Person duly authorized Borrower and Lender shall have no duty to borrow on behalf verify the origin of any such communication or the identity or authority of the BorrowerPerson sending it. (c) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(e). At Lender’s option, all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the other Loan Documents may be charged directly to the loan account(s) of Borrower maintained by Lender.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the terms and conditions set forth herein and in the DIP Order, each Borrowing shall be comprised entirely of Prime Rate Lender severally, but not jointly, agrees to make revolving Loans or LIBOR Loans, as in U.S. Dollars to the Borrower may request from time to time during the Availability Period, but not more frequently than once per week (unless otherwise agreed to in accordance herewith. The Borrower may borrow under advance in writing by the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business DayMajority Lenders), provided in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Applicable Percentage of the Borrower shall give Loan Limit, (ii) the Lender irrevocable written notice substantially in Lenders’ aggregate Revolving Credit Exposures exceeding the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, Loan Limit and (2iii) in at any time between the case of LIBOR LoansEffective Date through and including the Final DIP Order Entry Date, two (2) LIBOR Business Days prior after giving effect thereto and to the requested Borrowing dateapplication of the proceeds thereof, in each case specifying (A) the amount such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Applicable Percentage of the proposed Borrowing, Interim Cap and (B) the requested date of Lenders’ aggregate Revolving Credit Exposures at such time exceeding the Borrowing, (C) whether such Borrowing is Interim Cap. Within the foregoing limits and subject to be a Prime Rate Loan or a LIBOR Loan (the terms and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVherein, the Lender will make available Borrower may borrow, repay and reborrow the proceeds Loans (including any Roll-Up Loans, which the reborrowing thereof shall, for the avoidance of all such doubt, constitute Loans hereunder). Notwithstanding anything to the Borrower by crediting contrary in this clause (a), no Loan shall be made if the account making of such Loan would cause the Borrower on Lenders’ aggregate Revolving Credit Exposures to then exceed the books of amount then authorized under the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower DIP Order then in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowereffect.

Loans. Each borrowing under this Section 2.01 (a a) Subject to and upon the terms and conditions contained herein: (i) each Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers), provided, that, after giving effect to any such Revolving Loan, the 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 (“BorrowingSwing Line Loans”) to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on behalf of Borrowers) up to the 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 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. (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 in a minimum required to make any Revolving Loan, if, after giving effect thereto the aggregate outstanding principal amount of $100,000 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 an integral multiple of $100,000 above such amount. Subject to any Revolving Loan by Agent as provided in Section 3.086.11, without further action by any party hereto, each Borrowing Lender shall be comprised entirely 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 Prime Rate Loans such Lender’s Pro Rata Share in such Swing Line Loan or LIBOR LoansRevolving Loan. To the extent that there is no settlement in accordance with Section 6.11 below, the Swing Line Lender or Agent, as the Borrower case may request 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 accordance herewith. any Swing Line Loan, Special Agent Advance or Revolving 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, Special Agent Advance or Revolving Loan. (d) The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Revolving Loans, the Swing Line Loans and the Letter of Credit SublimitObligations outstanding at any time shall not exceed 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 Loans, the Swing Line 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, the Swing Line Loans and Letter of Credit Obligations outstanding exceed the Borrowing Base, 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 (or for LIBOR of the requested borrowing in the case of Base Rate Loans, any LIBOR 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), provided that (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 give the Lender irrevocable written fail to specify in any such notice substantially in the form of Exhibit A hereto borrowing (which notice must be received by the Lender prior to 12:00 p.m., California timeA) (1) an applicable Interest Period in the case of Prime 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 notice by the Agent, of 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 contained 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 be 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, as the case may be; provided, that, (i) no Default or Event of Default shall exist or have occurred and be continuing, (ii) no Borrower or Administrative Borrower shall have sent any notice of 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, on such requested Borrowing date(iv) no more than ten (10) Interest Periods may be in effect at any one time, (v) the aggregate amount of the Eurodollar Rate Loans must be in an amount not less than $1,000,000 or in integral multiples of $100,000 in excess thereof, and (2vi) in Agent and each Lender shall have determined that the case Interest Period or Adjusted Eurodollar Rate is available to Agent and such Lender and can be readily determined as of LIBOR the date 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 irrevocable. All Swing Line Loans shall be Base Rate Loans and shall not be entitled to be converted to Eurodollar Rate Loans. (h) Any Eurodollar Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, two unless Agent has received a request to continue such Eurodollar Rate Loan at least three (23) LIBOR Business Days prior to such last day for an Interest Period specified in such notice in accordance with the requested Borrowing dateterms hereof and Borrowers are entitled to 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 each case specifying the event that this Agreement shall terminate or shall not be renewed. Borrowers shall pay to Agent, for the benefit of Lenders, upon demand by Agent (Aor Agent may, at its option, charge any loan account of any Borrower) the amount any amounts required to compensate any Lender or Participant for any loss (excluding loss of anticipated profits), cost or expense incurred by such person, as a result of the proposed Borrowing, (B) the requested date conversion of Eurodollar Rate Loans to Base Rate Loans pursuant to any of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerforegoing.

Loans. Each borrowing under this Section 2.01 (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) (or in the case of any Rollover Lender (as defined in the Second Incremental Agreement) on the Second Incremental Agreement Effective Date, be deemed to make) a loan or loans (each, an “BorrowingInitial Term Loan”) to the Borrower, which Initial Term Loans (iA) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (iiB) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iiiC) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day made (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1x) in the case of Prime Rate LoansInitial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, on such requested Borrowing datethe Closing Date, and (2y) in the case of LIBOR Loans, two Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (2b) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowingdefinition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, and (z) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (c) of the definition of Initial Term Loan Commitments, on the Second Incremental Agreement Effective Date, (BivD) the requested date of the Borrowingshall be denominated in Dollars, (CvE) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicatedmay, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, at the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (viF) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full.

Loans. (a) Each borrowing under this Section 2.01 Loan payable to Parent, Merger Sub or their respective Subsidiaries (a “Borrowing”i) is evidenced by Loan Documentation that is true, genuine and what it purports to be and (ii) represents the valid and legally binding obligation of the Obligor thereunder, and is enforceable against the Obligor in accordance with its terms, subject to the Enforceability Exceptions. (b) All Loans as of the date hereof by Parent, Merger Sub and their respective Subsidiaries, including any Loan by Parent, Merger Sub and their respective Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of Parent, Merger Sub and their respective Subsidiaries, are and were originated in compliance in all material respects with all applicable Laws. (c) Each Loan payable to Parent, Merger Sub and their respective Subsidiaries (i) was originated or purchased by Parent, Merger Sub and their respective Subsidiaries and its principal balance as shown on Parent’s or Merger Sub’s books and records is true and correct as of the date indicated therein, (ii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the practical realization against any collateral therefor and (iii) complies, and at the time the Loan was originated or purchased by Parent, Merger Sub and their respective Subsidiaries complied, including as to the Loan Documentation related thereto, in all material respects, with all applicable requirements of federal, state and local Laws. (d) With respect to each Loan payable to Parent, Merger Sub and their respective Subsidiaries that is secured, Parent, Merger Sub and their respective Subsidiaries has a minimum amount valid and enforceable Lien on the collateral described in the Loan Documentation, and each such Lien is assignable and has the priority described in the Loan Documentation (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, creditors generally and except as the Borrower availability of equitable remedies may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount be limited by general principles of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day equity). (or e) Parent’s allowance for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing dateloan losses is, and (2) in the case of LIBOR Loanshas been since January 1, two (2) LIBOR Business Days prior to the requested Borrowing date2011, in each case specifying (A) compliance with Parent’s methodology for determining the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower adequacy of its obligations to repay allowance for loan losses as well as the Borrowing made standards established by applicable Governmental Entities and to pay interest thereon. The Lender shall not incur any liability to the Borrower Financial Accounting Standards Board in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerall material respects.

Loans. Each borrowing under this Section 2.01 (i) Subject to and upon the terms and conditions herein set forth, each Tranche A Lender severally and not jointly agrees to make Tranche A Loans to the Borrower on the Closing Date, of a “Borrowing”) sum not to exceed such Lender's Commitment Percentage of the Tranche A Loan Amount. Immediately upon the making of the Tranche A Loans, the Commitments of the Tranche A Lenders shall be automatically terminated. (ii) Subject to and upon the terms and conditions herein set forth, each Tranche B Lender severally and not jointly agrees to make Tranche B Loans to the Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the Tranche B Loan Amount. Immediately upon the making of the Tranche B Loans, the Commitments of the Tranche B Lenders shall be automatically terminated. (iii) Each Tranche C Lender severally and not jointly agrees to make Tranche C Loans to the Borrower (x) from time to time after the Closing Date but prior to the Last Drawdown Date, on the date specified in the relevant Draw Request, of a minimum sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the amount requested by the Borrower pursuant to the relevant Draw Request (each such loan, together with the Final Loans (as defined below), a "Subsequent Loan"); and (y) on the Last Drawdown Date if any Commitments remain outstanding, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the sum of (1) the Total Commitment minus (2) the aggregate amount previously borrowed (each such loan, a "Final Loan" and together with the Initial Loans and the Subsequent Loans, the "Loans"). (iv) The aggregate principal amount of the Loans outstanding shall not exceed $100,000 or an integral multiple of $100,000 above 595,000,000, as such amount. Subject amount may be increased (i) pursuant to Section 3.082.1(b) or (ii) by the joinder hereto of new Lenders in accordance with Section 12.7(i). (i) In the event that after the Closing Date the Borrower consummates an Equity Issuance, each Borrowing the Borrower may, upon at least 30 days' notice to the Administrative Agent (who shall promptly provide a copy of such notice to the other Agents and the Lenders) propose to increase the aggregate amount of the Commitments by an amount not to exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"). Each Lender party to this Agreement at such time shall have the right (but no obligation), prior to the expiration of the 30 day period, to elect by written notice to the Borrower and the Administrative Agent to increase its Commitments by a principal amount equal to such Lender's Commitment Percentage multiplied by the Increased Commitments. Each of the Agents shall assist and cooperate with (but shall not be comprised entirely of Prime Rate Loans or LIBOR Loansobligated to commit to any Increased Commitments to) the Borrower in connection with obtaining the Increased Commitments. (ii) If any Lender party to this Agreement shall elect not to increase its Commitment pursuant to clause (i) above, as the Borrower may request designate another financial institution or institutions or investment fund or funds (which may be, but need not be, one or more of the existing Lenders) consented to by the Agents and the Borrower and which would otherwise be permitted to be a Lender pursuant to Section 12.7 (such consent not to be unreasonably withheld or delayed) (each, a "Potential Lender") which at the time agree to (i) in accordance herewiththe case of such Potential Lender that is an existing Lender, increase its Commitment and (ii) in the case of any other such Potential Lender (an "Additional Lender"), become a party to this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this clause (ii) plus the Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Increased Commitments. (iii) An increase in the aggregate amount of the Commitments pursuant to this Section 2.1(b) shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. So long as no Default is in existence or would result therefrom, the Borrower may borrow under the Commitment, less Increased Commitments by following the aggregate face amount of Letters of Credit issued procedures with respect to Borrowings set forth herein; provided that (i) Installment Amounts shall be payable with respect to Loans under the Letter of Credit Sublimit, Increased Commitment on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower next succeeding date on which Installment Amounts would otherwise be due and shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, paid on such requested Borrowing datedates thereafter, and (2ii) in the case Maturity Date with respect to Loans under the Increased Commitments shall be the same as for the other Loans. (c) Any failure by the Borrower to borrow the Required Amount on or before the Last Drawdown Date, or any voluntary termination of LIBOR Loans, two (2) LIBOR Business Days the Commitments prior to the requested Borrowing dateLast Drawdown Date, shall result in each case specifying the immediate and automatic termination of all of the remaining Commitments, and the Borrower shall, immediately upon such failure to borrow or termination, pay to the Administrative Agent (Afor distribution to the Lenders) a fee equal to the product of (i) the amount of the proposed Borrowing, then prevailing Prepayment Premium multiplied by (Bii) the requested date sum of (x) the Borrowing, Total Commitment (Cexcluding the ------------- Increased Commitments) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan minus (and if no election is indicated, such Borrowing shall be a Prime Rate Loany) and (D) if such Borrowing is a LIBOR Loan, all amounts borrowed by the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans Borrower prior ----- to the Borrower by crediting the account date thereof. (d) The Initial Loans shall consist of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.Tranche A

Loans. Each (i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the “Loans”) to the Companies from time to time during the 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 plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Note evidencing the Loans funded on the Closing Date. The Companies hereby each acknowledge and agree that Laurus’ obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus) of the items and matters set forth in the closing checklist provided by Laurus to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall exist no Event of Default, (ii) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) all of each Company’s and its respective Subsidiaries’ covenant requirements under this Section 2.01 Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as of the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; and (ii) all representations, warranties and covenants made by the Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete as of such date. The Companies hereby agree to provide a certificate confirming the satisfaction of the Overadvance Conditions concurrently with the request for same. (iii) The Companies acknowledge 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/or Inventory Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, and such failure matures into an uncured Event of Default hereunder, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, 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 be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty), in the event of an uncured Event of Default or otherwise to protect its interest in the Collateral, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent 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 Agent 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, the Companies 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, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a “BorrowingDelinquent Account”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower Companies shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto jointly and severally (which notice must be received by the Lender prior to 12:00 p.m., California timei) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) reimburse Laurus for the amount of the proposed Borrowing, Loans made with respect to such Delinquent Account or (Bii) the requested date of the Borrowing, (C) whether immediately replace such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as Delinquent Account with an otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerEligible Account.

Loans. Each Lender set forth on Schedule A hereto agrees (such Lender in such capacity, an “Additional Lender”), severally and not jointly, to make, on the Amendment Effective Date, a New Tranche B-1 Term Loan or a New Tranche B-2 Term Loan, as applicable, to the Borrowers in accordance with the borrowing under this mechanics set forth in Section 2.01 2.01(b) of the Credit Agreement in the amount set forth as its New Tranche B-1 Term Loan Commitment (a the “BorrowingNew Tranche B-1 Term Loan Commitment”) shall or New Tranche B-2 Term Loan Commitment (the “New Tranche B-2 Term Loan Commitment”), as applicable, set forth opposite its name under the heading “New Tranche B-1 Term Loan Commitments” or “New Tranche B-2 Term Loan Commitments”, as applicable, on Schedule A to this Amendment. The U.S. Borrower may only make one borrowing of each of the New Tranche B-1 Term Loan Commitment and New Tranche B-2 Term Loan Commitment and, once repaid, the New Tranche B-1 Term Loans and New Tranche B-2 Term Loan may not be reborrowed. The proceeds of the New Tranche B-1 Term Loan and New Tranche B-2 Term Loan are to be used by the Borrowers solely for the purposes set forth in a minimum amount Recital B of $100,000 or an integral multiple of $100,000 above such amountthis Amendment. Subject to Section 3.08Sections 2.13(a) and 2.14 of the Credit Agreement, each Borrowing all amounts owed with respect to the New Tranche B-1 Term Loans shall be comprised entirely of Prime Rate Loans or LIBOR Loanspaid in full no later than the Tranche B-1 Term Loan Maturity Date and all amounts owed with respect to the New Tranche B-2 Term Loan shall be paid in full no later than the Tranche B-2 Term Loan Maturity Date. Each Lender’s New Tranche B-1 Term Loan Commitment and/or New Tranche B-2 Term Loan Commitment, as applicable, shall terminate immediately and without further action on the Borrower may request in accordance herewithAmendment Effective Date after giving effect to the funding of such New Tranche B-1 Term Loan Commitment and New Tranche B-2 Term Loan Commitment on such date. The Borrower may borrow under For the Commitmentavoidance of doubt, less from and after the aggregate face amount of Letters of Credit issued under the Letter of Credit SublimitAmendment Effective Date, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially a) references in the form of Exhibit A hereto Credit Agreement to the “Tranche B-1 Term Loans” shall include the New Tranche B-1 Term Loans made by the Existing Term Lenders to the Borrowers on the Amendment Effective Date and shall exclude the Tranche B-1 Term Loans (as defined in the Credit Agreement) made by the Existing Term Lenders (as defined in the Credit Agreement) on the Closing Date (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing Tranche B-1 Term Loans shall be a Prime Rate Loanrepaid in full on the Amendment Effective Date) and (Db) if such Borrowing is a LIBOR Loan, references in the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans Credit Agreement to the Borrower “Tranche B-2 Term Loans” shall include the New Tranche B-2 Term Loans made by crediting the account of Existing Term Lenders to the Borrower Borrowers on the books of Amendment Effective Date and shall exclude the Lender, or Tranche B-2 Term Loans (as otherwise directed defined in the Credit Agreement) made by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing Existing Term Lenders (as defined in the Credit Agreement) on the Closing Date (which Tranche B-2 Term Loans shall not relieve be repaid in full on the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerAmendment Effective Date).

Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrowers, in Dollars or any Optional Currency, from time to time during the Availability Period in an aggregate principal amount that shall not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures of all Lenders exceeding the total Commitments, (iii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Australian Dollars exceeding the Australian Dollar Sublimit, (iv) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Canadian Dollars exceeding the Canadian Dollar Sublimit, (v) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Euros exceeding the Euro Sublimit, (vi) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Norwegian Kroner exceeding the Norwegian Kroner Sublimit or (vii) the sum of the total Revolving Credit Exposures of all Lenders in respect of Loans denominated in Pounds Sterling exceeding the Pounds Sterling Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans. (b) Each borrowing under this Section 2.01 (a “Borrowing”) Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in a minimum amount accordance with their respective Commitments. The failure of $100,000 or an integral multiple any Lender to make any Loan required to be made by it shall not relieve any other Lender of $100,000 above such amount. 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 Loans as required. (c) Subject to Section 3.082.10, each Borrowing shall be comprised entirely of Prime Rate ABR Loans or LIBOR Loans, Eurocurrency Loans as the a Borrower may request in accordance herewith. The Borrower Eurocurrency Loans may borrow under the Commitment, less the aggregate face amount be denominated in Dollars or in an Optional Currency. All Loans denominated in an Optional Currency must be Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), such Lender to make such Loan; provided that any exercise of such option shall not affect the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, joint and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount several obligation of the proposed Borrowers to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any Eurocurrency Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) in an aggregate amount that is an integral multiple of the Borrowing Multiple and (D) if such not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such ABR Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a LIBOR Loantotal of seven Eurocurrency Borrowings outstanding. (e) Notwithstanding any other provision of this Agreement, the length of no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period therefor. Upon satisfaction or waiver of requested with respect thereto would end after the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerMaturity Date.

Loans. Each borrowing (a) The Initial Term Borrowings. (i) Subject to the terms and conditions set forth herein, each Dollar Term Lender with a Dollar Term Commitment severally agrees to make a Dollar Term Loan to the Borrower, in Dollars, on the Closing Date, in an amount not to exceed such Lender’s Applicable Percentage of the aggregate amount of the Dollar Term Commitments at such time. The Dollar Term Borrowing shall consist of Dollar Term Loans made simultaneously by the applicable Lenders in accordance with their respective Applicable Percentages of the aggregate amount of the Dollar Term Commitments at such time. Amounts borrowed under this Section 2.01 (a “Borrowing”2.01(a)(i) shall and repaid or prepaid may not be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amountreborrowed. Subject to Section 3.08, each Borrowing shall Dollar Term Loans may be comprised entirely of Prime Base Rate Loans or LIBOR Eurocurrency Rate Loans, as further provided herein. (ii) Subject to the Borrower may request terms and conditions set forth herein, each Euro Term Lender with a Euro Term Commitment severally agrees to make a Euro Term Loan to the Borrower, in Euro, on the Closing Date, in an amount not to exceed such Lender’s Applicable Percentage of the aggregate amount of the Euro Term Commitments at such time. The Euro Term Borrowing shall consist of Euro Term Loans made simultaneously by the applicable Lenders in accordance herewith. The Borrower may borrow under the Commitment, less with their respective Applicable Percentages of the aggregate face amount of Letters of Credit issued the Euro Term Commitments at such time. Amounts borrowed under the Letter of Credit Sublimit, on any Business Day (this Section 2.01(a)(ii) and repaid or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower prepaid may not be reborrowed. All Euro Term Loans shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Eurocurrency Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided herein.

Loans. Each borrowing under this Section 2.01 loan reflected as an asset on Xxxxxxx's consolidated balance sheet as of September 30, 1996 and each balance sheet date subsequent thereto (a “Borrowing”i) shall be in a minimum amount is evidenced by notes, agreements or other evidences of $100,000 or an integral multiple indebtedness which are true, genuine and what they purport to be, (ii) is the legal, valid and binding obligation of $100,000 above such amount. Subject to Section 3.08the obligor named therein, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request enforceable in accordance herewith. The Borrower may borrow under the Commitmentwith its terms, less the aggregate face amount subject to bankruptcy, insolvency, fraudulent conveyance and other laws of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (general applicability relating to or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior affecting creditors' rights and to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing dategeneral equity principles, and (2iii) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing dateknowledge of Monarch, in each case specifying (A) the amount will not be subject to any defenses which may be asserted against Monarch Bank or Western Bank. All loans and extensions of credit that have been made by Monarch Bank or Western Bank and that are subject to Sections 22(h), 23A and 23B of the proposed Borrowing, Federal Reserve Act comply therewith. (Bff) the requested date FAIR LENDING; COMMUNITY REINVESTMENT ACT. As of the Borrowingdate hereof, with the exception of routine investigation of consumer complaints, neither Monarch nor any of its Subsidiaries has been advised that it is or may be in violation of the Equal Credit Opportunity Act or the Fair Housing Act or any similar federal or state statute. Monarch Bank received a CRA rating of "outstanding" in its most recent CRA examination. Western Bank received a CRA rating of "satisfactory" in its most recent CRA examination. (Cgg) whether such Borrowing is NO OMISSION OF MATERIAL FACT. No representation or warranty by Monarch in this Plan, including the Annexes hereto, the disclosure letters and the schedules to be delivered herewith or the Proxy Statement filed in connection with the Meeting, contains any untrue statement of Material fact, or omits to state a Prime Rate Loan Material fact necessary to make the statements or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length facts contained herein or therein not misleading. None of the Interest Period therefor. Upon satisfaction information regarding Monarch or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations Subsidiaries or the transactions contemplated hereby supplied or to repay be supplied by Monarch or any of its Subsidiaries for inclusion in any documents or filings to be filed with any regulatory authority in connection with the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.transactions C-29

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the terms and conditions set forth herein, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR LoansRevolving Credit Lender severally agrees to make loans (each such loan, as a "Revolving Credit Loan") to the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimitfrom time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (or for LIBOR i) the Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (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 Foreign Currency Fronting Loans shall not exceed such Lender's Revolving Credit Commitment, and (iii) the Outstanding Amount of all Foreign Currency Fronting Loans, any LIBOR Business Dayplus the Outstanding Amount of all Revolving Credit Loans that were made in a Foreign Currency, shall not exceed the Foreign Currency Sublimit; provided further, however, that the aggregate Revolving Credit Borrowings to be made on or prior to the date on which the Spinoff occurs shall not exceed $2,000,000, and on the Closing Date no Loans may be made or maintained as Eurodollar 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), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurodollar Rate Loans, on such requested Borrowing date, and as further provided herein. (2b) in the case of LIBOR Loans, two (2) LIBOR Business Days prior Subject to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (terms and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVherein, the each Term Lender will severally agrees to make available the proceeds of all such Loans a single loan (a "Term Loan") to the Borrower by crediting the account of the Borrower on the books Closing Date in an amount equal to the amount of the such Lender, or as otherwise directed 's Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the BorrowerTerm Lenders ratably according to their Term Commitments. The Lender’s failure to receive any written notice of a particular Borrowing shall Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerbe reborrowed.

Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender severally agrees to make a Tranche A Loan to the Borrower in Sterling on the Closing Date up to an aggregate amount not to exceed the amount of such Tranche A Lender’s Tranche A Commitment. Each borrowing Tranche A Lender may, at its option (subject to the prior written consent of the Borrower), make any Tranche A Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Tranche A Lender to make such Tranche A Loan (provided that, for the avoidance of doubt, such Tranche A Lender shall remain liable for its obligations under this Section 2.01 (a “Borrowing”2.01(a) shall to the extent such foreign or domestic branch or Affiliate fails to make such Tranche A Loan). The Tranche A Loans may be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Eurocurrency Rate Loans or LIBOR Loansonly, as the Borrower may request in accordance herewithfurther provided herein. The Borrower may borrow under the Commitment, less the aggregate face make only one Borrowing of Tranche A Loans in an amount of Letters up to the full amount of Credit issued the Tranche A Commitments, which shall be made on the Closing Date. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. The Tranche A Commitments of each Tranche A Lender shall terminate immediately and without further action on the Letter Closing Date after giving effect to the funding of Credit Sublimitsuch Lender’s Tranche A Loan on such date. (b) Subject to the terms and conditions set forth herein, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that each Tranche B Lender severally agrees to make a Tranche B Loan to the Borrower shall give in Sterling on the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior Closing Date up to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior an aggregate amount not to the requested Borrowing date, in each case specifying (A) exceed the amount of such Tranche B Lender’s Tranche B Commitment. Each Tranche B Lender may, at its option (subject to the proposed Borrowing, (B) the requested date prior written consent of the BorrowingBorrower), (C) whether such Borrowing is to be a Prime Rate make any Tranche B Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting causing any foreign or domestic branch or Affiliate of such Tranche B Lender to make such Tranche B Loan (provided that, for the account avoidance of doubt, such Tranche B Lender shall remain liable for its obligations under this Section 2.01(b) to the extent such foreign or domestic branch or Affiliate fails to make such Tranche B Loan). The Tranche B Loans may be Eurocurrency Rate Loans only, as further provided herein. The Borrower may make only one Borrowing of Tranche B Loans in an amount of up to the full amount of the Borrower Tranche B Commitments, which shall be made on the books of the Lender, Closing Date. Any amount borrowed under this Section 2.01(b) and subsequently repaid or as otherwise directed by the Borrowerprepaid may not be reborrowed. The Tranche B Commitments of each Tranche B Lender shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow Tranche B Loan on behalf of the Borrowersuch date.

Loans. (a) Each borrowing under this Section 2.01 of the parties hereto acknowledges and agrees that on the Closing Date (a “Borrowing”) which shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower Term Loan Amendment and Assumption shall give occur, pursuant to which each Term A Lender and Term B Lender will be deemed to have made Term A and Term B Loans to the Lender irrevocable written notice substantially Borrowers (as co-obligors) under this Agreement (the Loans referred to in this Section 2.1(a) relative to each such Lender, its “Initial Loans”), with the principal amount of each Initial Loan as of the Closing Date being the principal amount, and in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing dateLender’s Percentage, in each case specifying set forth opposite the name of such Lender on Schedule II hereto. Each of the Lenders on the Closing Date, by operation of the Term Loan Amendment Agreement, shall be deemed to have agreed to, and shall be bound by, the terms and conditions hereof, without any further action or consent on the part of such Lender. No amounts paid or prepaid with respect to the Initial Loans may be reborrowed. (Ab) Each of the parties hereto acknowledges and agrees that, in accordance with Section 5.3 of the Term Loan Amendment Agreement, if the New Borrower does not obtain the Company Shareholder Approval on or before the date which is four months after the Closing Date (the “Term C Loan Issue Date”), then each Term C Lender will be deemed to have made, and the Borrowers will be deemed to have issued to each of the Term C Lenders, pro rata in accordance with the principal amount of Existing Second Lien Term Loans held by the each Existing WorkflowOne Second Lien Lenders pursuant to the Existing WorkflowOne Second Lien Credit Agreement as consideration for the failure of the New Borrower to obtain the Company Shareholder Approval pursuant to the Term Loan Amendment Agreement to permit the exercise of the warrants issued to the Existing WorkflowOne Second Lien Lenders pursuant to the Warrant Agreement delivered to such lenders under the Term Loan Amendment Agreement, Term C Loans as obligations of each of the Borrowers (as co-obligors) under this Agreement on such Term C Loan Issue Date (or, if such day is not a Business Day, on the next preceding Business Day), with the principal amount of such Term C Loan as of the Term C Loan Issue Date being the amount provided for in the Term Loan Amendment Agreement. Each of the proposed BorrowingTerm C Lenders on the Term C Loan Issue Date, by operation of the Term Loan Amendment Agreement, shall be deemed to have agreed to, and shall be bound by, the terms and conditions hereof, without any further action or consent on the part of such Term C Lender. No amounts paid or prepaid with respect to the Term C Loans may be reborrowed. In accordance with the Term Loan Amendment Agreement, no Term C Lender commits to advance, nor shall be required to advance, any funds to the Borrowers in respect of a Term C Loan. (Bc) In addition, as provided in Section 3.1.1(b) below and Section 5.2(f) of the requested Term Loan Amendment Agreement, additional Term A Loans will be issued by the Borrowers (as co-obligors) in an aggregate principal amount equal to the Term B Loans cancelled in accordance with Section 3.1.1(b) below and Section 5.2(f) of the Term Loan Amendment Agreement and such Term A Loans will accrue interest in accordance with Section 3.2 from the date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerissuance.

Loans. (a) Each borrowing under this Section 2.01 (a Lender agrees to lend to the Borrowers, on the Closing Date, subject to and upon the terms and conditions herein set forth, the amount indicated next to such Lender’s name on Schedule 2.1 hereto in the column titled “BorrowingInitial Loan Commitment”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request a single loan in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face initial principal amount of Letters of Credit issued under equal to $30,000,000 (the Letter of Credit Sublimit“Initial Loan”). Amounts borrowed as the Initial Loan which are repaid or prepaid may not be reborrowed. (b) Each Lender agrees to lend to the Borrowers, in no more than three (3) installments, on any Business Day during the Delayed Draw Availability Period, subject to and upon the terms and conditions herein set forth, an aggregate amount not to exceed such Lender’s Delayed Draw Commitment (or collectively, the “Delayed Draw Loans”); provided, however, the aggregate principal amount of each installment of Delayed Draw Loans borrowed shall be at least $5,000,000 and the aggregate principal amount of the outstanding Delayed Draw Loans shall not exceed $20,000,000. The Borrowers shall notify the Agent in writing of any request for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto a Delayed Draw Loan to be made pursuant to this Section 2.1(b) by 11:00 a.m. (which notice must be received by the Lender prior to 12:00 p.m., California New York City time) at least twenty (120) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) date of such borrowing. Any undrawn Delayed Draw Commitments shall automatically be terminated on the amount second anniversary of the proposed BorrowingClosing Date. Amounts borrowed as Delayed Draw Loans which are repaid or prepaid may not be reborrowed. (c) The Loans made by each Lender may but need not be evidenced by one or more promissory notes, (B) but in no event will the requested date manner in which the Loans is evidenced limit or otherwise affect the obligation of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations Borrowers to repay the Borrowing made Loans or any other Lender Debt, and to pay interest thereonthat obligation, howsoever evidenced, is and will remain a continuing obligation of the Borrowers under this Agreement. The Loans and each payment by the Borrowers thereon will be evidenced by the account or accounts maintained by each Lender pursuant to Section 2.4(e) and the register maintained by the Agent pursuant to Section 2.4(f). Any Lender may request that the Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall not incur any liability prepare, execute and deliver to such Lender a promissory note payable to the Borrower order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in acting upon any notice of Borrowing which a form approved by the Lender believes Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.3) be represented by one or more promissory notes in good faith such form payable to have been given by a Person duly authorized to borrow on behalf the order of the Borrowerpayee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make (i) a Tranche A Term Loan to Borrower on the Closing Date, in a principal amount not to exceed such Lender’s Tranche A Commitment and (ii) a Tranche B Term Loan to Borrower on the Closing Date in a principal amount not to exceed such Lender’s Tranche B Commitment. The Tranche A Term Loans, at each Lender’s option, may be evidenced by one or more secured promissory notes (collectively, the “BorrowingTranche A Term Notes”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of attached hereto as Exhibit A hereto 2.1(a)(1) and the Tranche B Term Loans, at each Lender’s option, may be evidenced by one or more secured promissory notes (which notice must be received by collectively, the Lender prior to 12:00 p.m., California time“Tranche B Term Notes”) (1) substantially in the case of Prime Rate Loansform attached hereto as Exhibit 2.1(a)(2). Once repaid, on such requested Borrowing date, and the Loans may not be reborrowed. (2b) in the case of LIBOR Loans, two (2) LIBOR Business Days prior Notwithstanding anything to the requested Borrowing datecontrary contained herein (and without affecting any other provision hereof), in the funded portion of the Loans to be made on the Closing Date by each case specifying Lender (A) i.e., the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether advanced by such Borrowing is Lender to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books Closing Date) shall be equal to ninety-nine and one hundredth of one percent (99.01%) of the Lender, or as otherwise directed by principal amount of such Loan (it being agreed that the Borrower. The Lender’s failure to receive any written notice full principal amount of a particular Borrowing each such Loan will be deemed outstanding on the Closing Date and Borrower shall not relieve the Borrower of its obligations be obligated to repay one hundred percent (100%) of the Borrowing made and to pay interest thereon. The Lender principal amount of each such Loan as provided hereunder). (c) As of the Closing Date, (i) certain proceeds of the Loans shall not incur any liability be applied as consideration for the assignment of the Indebtedness under the Senior Secured Notes pursuant to the Borrower assignments of mortgages on Material Real Property in acting upon any notice the State of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf New York, dated as of the BorrowerClosing Date (“New York Assignments of Mortgages”) and such Indebtedness under the Senior Secured Notes shall be deemed to be assigned from the Collateral Agent to the Lenders on a pro rata basis and amended and restated as Loans outstanding hereunder and (ii) certain proceeds of the Tranche A Term Loans shall be applied as consideration for the assignment of the Indebtedness under the Existing Term Loan assigned pursuant to the New York Assignments of Mortgages and such Indebtedness under the Existing Term Loan shall be deemed to be assigned from the Collateral Agent to the Lenders on a pro rata basis and amended and restated as Tranche A Term Loans outstanding hereunder.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”1) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the terms and conditions and relying on the representations and warranties contained herein, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, (A) on any Business Day (or for LIBOR Loansfrom and after the Closing Date, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender but prior to 12:00 p.m.the Maturity Date, California timeeach US Revolving Lender severally agrees to make revolving credit loans in Dollars (each a "US Revolving Credit Loan") to the US Borrowers, (1B) on any Business Day from and after the Closing Date, but prior to the Maturity Date, each Canadian Lender severally agrees to make revolving credit loans in either Dollars or C$ and including by means of B/As (each a "Canadian Revolving Credit Loan") to the case of Prime Rate LoansCanadian Borrowers, (C) on such requested Borrowing dateany Business Day from and after the Closing Date, but prior to the Maturity Date, the US Swingline Lender agrees to make revolving swingline loans in Dollars (each a "US Swingline Loan") to the US Borrowers, and (2D) in on any Business Day from and after the case of LIBOR LoansClosing Date, two (2) LIBOR Business Days but prior to the requested Borrowing dateSOFA Commitment Termination Date, each SOFA Lender severally agrees to make revolving credit loans in Dollars (each case specifying a "SOFA Loan") to the US Borrowers. From and after the date of this Agreement but prior to the Maturity Date, at the request of the US Borrowers and subject to the approval of the Administrative Agent and the Required Revolving Lenders, one or more Persons may agree to become a party to this Agreement as a Term Lender hereunder and make Dollar Denominated term loans ("Term Loans") to the US Borrowers hereunder. Any such agreement shall be evidenced by the execution and delivery by the US Borrowers, such Term Lender(s) and the Administrative Agent of a Term Lender Joinder Agreement setting forth (A) the commitment of such Term Lender(s) to make Term Loans, including the amount of the proposed Borrowingthereof (for each Term Lender, its "Term Commitment"), (B) the requested date of the BorrowingApplicable Margin applicable to Term Loans held by such Term Lender (which may be a floating margin in accordance with a pricing grid), and (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available date on which the proceeds of all such Term Loans are to be made available to the Borrower US Borrowers. Upon the execution and delivery of any Term Lender Joinder Agreement, the US Borrowers shall issue to each Term Lender party thereto Term Notes to evidence the Term Loans made by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure such Term Lender pursuant to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerTerm Commitment.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”1) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the terms and conditions and relying on the representations and warranties contained herein, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, (A) on any Business Day (or for LIBOR Loansfrom and after the Closing Date, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender but prior to 12:00 p.m.the Maturity Date, California timeeach US Revolving Lender severally agrees to make revolving credit loans in Dollars (each a "US REVOLVING CREDIT LOAN") to the US Borrowers, (1B) on any Business Day from and after the Closing Date, but prior to the Maturity Date, each Canadian Lender severally agrees to make revolving credit loans in either Dollars or C$ and including by means of B/As (each a "CANADIAN REVOLVING CREDIT LOAN") to the case of Prime Rate Loans, on such requested Borrowing dateCanadian Borrowers, and (2C) on any Business Day from and after the Closing Date, but prior to the Maturity Date, the US Swingline Lender agrees to make revolving swingline loans in Dollars (each a "US SWINGLINE LOAN") to the case of LIBOR Loans, two US Borrowers. (2) LIBOR Business Days From and after the date of this Agreement but prior to the requested Borrowing dateMaturity Date, in each case specifying at the request of the US Borrowers and subject to the approval of Administrative Agent and Required Revolving Lenders, one or more Persons may agree to become a party to this Agreement as a Term Lender hereunder and make Dollar Denominated term loans ("TERM LOANS") to the US Borrowers hereunder. Any such agreement shall be evidenced by the execution and delivery by the US Borrowers, such Term Lender(s) and Administrative Agent of a Term Lender Joinder Agreement setting forth (A) the commitment of such Term Lender(s) to make Term Loans, including the amount of the proposed Borrowingthereof (for each Term Lender, its "TERM COMMITMENT"), (B) the requested date of the BorrowingApplicable Margin applicable to Term Loans held by such Term Lender (which may be a floating margin in accordance with a pricing grid), and (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available date on which the proceeds of all such Term Loans are to be made available to US Borrowers. Upon the Borrower execution and delivery of any Term Lender Joinder Agreement, US Borrowers shall issue to each Term Lender party thereto Term Notes to evidence the Term Loans made by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure such Term Lender pursuant to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerTerm Commitment.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject From and after the Closing Date to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as (but not including) the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit SublimitTermination Date, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, terms and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior subject to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVthis Agreement, the Lender will make agrees to lend to the Borrower, and the Borrower may borrow, repay and reborrow, an amount not exceeding the difference between (i) the Maximum Credit Amount in effect from time to time, and (ii) the sum of the then outstanding (x) Letter of Credit Borrowings, (y) Reimbursement Obligations and (z) overdrafts that the Borrower may have with respect to any operating account established by the Borrower with the Lender; provided, however, in no event shall the amount available under the proceeds Revolving Facility for Advances exceed $25,000,000 minus the aggregate outstanding amount of all such Loans Letter of Credit Borrowings and Reimbursement Obligations in excess of $5,000,000. All Advances made by the Lender to the Borrower under this Agreement with respect to the Revolving Facility shall be evidenced by crediting the Note. The date, amount, interest rate and duration of Interest Period (if applicable) of each Advance made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of the Lender to make, or any error by the Lender in making, any such recordation shall not affect the obligations of the Borrower on to make a payment when due of any amount owing hereunder or under the books Note with respect to the Advances to be evidenced by the Note. The Advances shall bear interest as provided in Article 3 below. (b) If a draft drawn under any Letter of Credit is paid by the Lender, and the Borrower fails or refuses to reimburse the Lender for such payment, as otherwise directed required by Section 2.3, on or before the close of business on the next Business Day after demand is made by the Lender on the Borrower for such reimbursement, the Borrower hereby authorizes the Lender, without the requirement of notice to the Borrower, to satisfy the Reimbursement Obligation created by the payment of such draft by requesting Advances by the Lender under the Revolving Facility with interest at the Quoted Cost of Funds Rate. The Lender’s failure to receive any written notice of a particular Borrowing Such Advances shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability be subject to the Borrower in acting upon any notice provisions of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerSection 2.2.

Loans. Lender hereby agrees to make the Loans available to Borrowers as follows: (a) RLOC. (i) Subject to all terms set forth herein but only during the Commitment Period and for so long as no Event of Default has occurred and is continuing, Lender agrees, from time to time and on the terms hereinafter set forth, to loan to Borrowers, when requested by Borrowers, principal amounts aggregating up to Five Million and No/100 Dollars ($5,000,000.00). Within the aforesaid limit, Borrowers may borrow, make payments, and reborrow under this Agreement, subject to the provisions hereof. (ii) The obligation to repay the RLOC shall be evidenced by the RLOC Note and maturing upon the earlier to occur of acceleration under Section 7.1 or the RLOC Maturity Date. (iii) As an accommodation to Borrowers, Lender may permit electronic requests for loans and transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless Borrowers specifically direct Lender in writing not to accept or act upon electronic communications from Borrowers, Lender shall have no liability to Borrower for any loss or damage suffered by Borrowers as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to Lender electronically and purporting to have been sent to Lender by Borrowers and Lender shall have no duty to verify the origin of any such communication or the authority of the person sending it. Borrowers shall designate, in writing, named individuals and their corresponding email addresses who are authorized by Borrowers to request advances hereunder, and Lender shall be entitled to rely upon such authorization until revoked in writing by Borrowers. (iv) Each borrowing under this Section 2.01 (a “Borrowing”) the RLOC shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower effected by crediting the amount thereof to the regular banking account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which PTLLC maintained with the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower(“Disbursement Account”).

Loans. Each borrowing under this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject RL Lender hereby irrevocably agrees to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate make Revolving Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR upon one Business Day), provided that the Borrower shall give the Lender irrevocable written ’s notice substantially pursuant to each Mandatory Borrowing in the form of Exhibit A hereto (which notice must be received amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender prior to 12:00 p.m., California time) notwithstanding (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (Ai) the amount of the proposed Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (Bv) the requested date amount of the BorrowingTotal Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (Cas of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) whether from the Swingline Lender such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing participations in the outstanding Swingline Loans as shall be a Prime Rate Loan) and necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (D) if such Borrowing is a LIBOR Loan, the length determined before giving effect to any termination of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans Revolving Loan Commitments pursuant to the Borrower by crediting last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Borrower Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the books principal amount of participation purchased for each day from and including the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting day upon any notice of Borrowing which the Lender believes in good faith Mandatory Borrowing would otherwise have occurred to have been given by a Person duly authorized but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to borrow on behalf of the BorrowerRevolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the terms and conditions and relying upon the representations and warranties herein set forth, each Borrowing shall Term Loan Lender agrees, severally and not jointly, to make a Term Loan denominated in dollars to Borrower on the Closing Date in the principal amount not to exceed such Xxxxxx’s Term Loan Commitment. Term Borrowings repaid or prepaid may not be comprised entirely of Prime Rate reborrowed. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally and not jointly, to make Revolving Loans or LIBOR Loansdenominated in any Approved Currency to Borrower, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, at any time and from time to time on any Business Day during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in such Xxxxxx’s Revolving Exposure exceeding such Xxxxxx’s Revolving Commitment; provided, that, after giving effect to any Revolving Borrowing, (or for LIBOR Loans, any LIBOR Business Day), provided that i) the Borrower aggregate principal amount of Revolving Loans denominated in Alternate Currencies shall give not exceed the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing dateAlternate Currency Sublimit, and (2ii) 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 prepay and reborrow Revolving Loans. (c) Subject to Section 2.22, on the effective date of any Increase Joinder with respect to an 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 such Increase Joinder in the case of LIBOR 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, two as further provided herein. (2d) LIBOR Business Days prior Subject to Section 10.02(e), on the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested effective date of the Borrowingany Replacement Term Loan Facility Amendment with respect to a Replacement Term Loan Facility, (C) whether each Replacement Term Loan Lender party to such Borrowing is Replacement Term Loan Facility Amendment agrees, severally and not jointly, to be make a Prime Rate Replacement Term Loan or a LIBOR denominated in dollars to Borrower under such Replacement Term Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower Facility on the books effective date of such Replacement Term Loan Facility Amendment in the Lenderprincipal amount not to exceed such Xxxxxx’s Replacement Term Loan Commitment for 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, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided herein.

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 2.01 1.1. (a “Borrowing”b) Borrower's Agent shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, request each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Revolving Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable Advance by written notice to Lender substantially in the form of Exhibit EXHIBIT A hereto (which notice must be received by the Lender prior to each a "Notice of Revolving Credit Advance") given no later than 12:00 p.m., California noon (New York time) on the Business Day of the proposed Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (1i) in the case any Notice of Prime Rate Loans, on such requested Borrowing dateRevolving Credit Advance believed by Lender to be genuine, and (2ii) in the case assumption that the Persons making electronic requests or executing and delivering a Notice of LIBOR LoansRevolving Credit Advance were duly authorized, two (2) LIBOR Business Days prior unless the responsible individual acting thereon for Lender shall have actual knowledge to the requested Borrowing datecontrary. As an accommodation to Borrower, in each case specifying (A) the amount Lender may permit telephonic or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of the proposed Borrowinginstructions, (B) the requested date of the Borrowingauthorizations, (C) whether such Borrowing is agreements or reports to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure Unless Borrower's Agent specifically directs Lender in writing not to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The accept or act upon telephonic, facsimile or electronic communications from Borrower, Lender shall not incur any have no liability to the Borrower in acting upon for any notice loss or damage suffered by Borrower as a result of Borrowing which the Lender believes in good faith Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been given sent to Lender by a Person duly authorized Borrower and Lender shall have no duty to borrow on behalf verify the origin of any such communication or the identity or authority of the Person sending it. The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (c) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower's Agent and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower's Agent shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(b).

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “BorrowingRevolving Credit Loan”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit SublimitDollars or in one or more Foreign Currencies from time to time, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that during the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing dateAvailability Period, in each case specifying an aggregate amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (A) the amount of Revolving Credit Outstandings shall not exceed the proposed BorrowingRevolving Credit Facility, (B) the requested date aggregate Outstanding Amount of the BorrowingRevolving 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 such Revolving Credit Lender’s Revolving Credit Commitment, and (C) whether such Borrowing is the Outstanding Amount of all Revolving Credit Loans 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 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 a Prime Base Rate Loan Loans or a LIBOR Loan Eurocurrency Rate Loans, as further provided herein. Notwithstanding anything to the contrary in this Section 2.01(a), on the Closing Date, (and if no election is indicated, such Borrowing shall be a Prime Rate Loani) the Borrower may not borrow more than $250,000,000 of Revolving Credit Loans and (Dii) if such Borrowing is a LIBOR Loan, any Revolving Credit Loans must be borrowed in Dollars. (b) Subject to the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable terms and conditions set forth in Article IVherein, the each Term Loan Lender will severally agrees to make available the proceeds of all such Loans a single loan to the Borrower by crediting the account of the Borrower on the books Closing Date in an amount not to exceed its Commitment in respect of the Lender, or as otherwise directed Term Loans. Borrowings of Term Loans shall consist of Term Loans made simultaneously by the BorrowerTerm Loan Lenders in accordance with their respective Commitments in respect of Term Loans. Amounts repaid or prepaid on the Term Loans may not be reborrowed. The Lender’s failure to receive any written notice Term Loans may consist of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Term Loans may only be made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerDollars.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as and upon the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, terms and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVthe Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Lender will make available Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the proceeds of all such Loans to aggregate, the Borrower by crediting Total Term Loan Commitment, (iii) shall be made on the account Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the Borrower on be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans, and (vi) may be repaid or prepaid in accordance with the books of provisions hereof, but once repaid or prepaid may not be reborrowed. On the LenderInitial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of loans (each, a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability “Revolving Credit Loan”) to the Borrower in acting upon Dollars, which Revolving Credit Loans (i) shall not exceed, for any notice such Lender, the Revolving Credit Commitment of Borrowing which such Lender, (ii) shall not, after giving effect thereto and to the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf application of the proceeds thereof, result in such Xxxxxx’s Revolving Credit Exposure at such time exceeding such Xxxxxx’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the FifthSeventh Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) (i) Subject to and upon the terms and conditions set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full.

Loans. Each borrowing under Subject to the terms and conditions contained in this Section 2.01 (a “Borrowing”) shall be Agreement, the Lenders and the Borrowers hereby agree that $15,000,000.00 held by UBOC in a minimum principal amount of $100,000 or an integral multiple of $100,000 above such amountthe Original Loans outstanding from the Borrowers (other than TBLR) under the Original Loan Agreement, after giving effect to the Loan Purchase provided in SECTION 2.10, shall on the Closing Date be converted to, and deemed to constitute outstanding and unpaid Tranche A Loans. Subject On the Closing Date, subject to Section 3.08the terms and conditions contained in this Agreement, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Tranche A Lender severally agrees to (i) make Tranche A Loans, as on a revolving credit basis, to the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day Borrowers (or for LIBOR Loans, any LIBOR Business Dayother than TBLR), from time to time from the Closing Date to the Tranche A Commitment Expiration Date, and (ii) participate in letters of credit (the "LETTERS OF CREDIT") issued for the account of the Borrowers (other than TBLR) from time to time from the Closing Date to the Tranche A Commitment Expiration Date; provided that the Borrower shall give the Lender irrevocable written notice substantially in the form sum of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the aggregate principal amount of the proposed Borrowingall Tranche A Loans outstanding, (B) the requested date aggregate Letter of the Borrowing, Credit Amount of all Letters of Credit outstanding and (C) whether such Borrowing is to be a Prime Rate the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed the Aggregate Tranche A Loan or a LIBOR Loan Commitment at any time; and provided, further, that the sum of (x) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and if no election is indicated(y) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed $2,000,000 at any time. Within the limits of each Tranche A Lender's Tranche A Commitment, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR LoanBorrowers may borrow, the length have Letters of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting Credit issued for the account of such Borrowers, prepay Tranche A Loans, reborrow Tranche A Loans, and have additional Letters of Credit issued for the Borrower on account of such Borrowers after the books expiration of previously issued Letters of Credit. All Advances made, and Loans deemed outstanding, under this SECTION 2.01, are referred to herein as the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower"TRANCHE A LOANS".

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the ----- Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 2.01 1.1. (a “Borrowing”b) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California each a "Notice of ---------- Revolving Credit Advance") given no later than 11:00 A.M. (New York City time) on-the Business Day of the proposed advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (1i) in the case any Notice of Prime Rate Loans, on such requested Borrowing dateRevolving Credit Advance believed by Lender to be genuine, and (2ii) in the case assumption that the Persons making electronic requests or executing and delivering a Notice of LIBOR LoansRevolving Credit Advance were duly authorized, two (2) LIBOR Business Days prior unless the responsible individual acting thereon for Lender shall have actual knowledge to the requested Borrowing datecontrary. As an accommodation to Borrower, Lender may permit telephonic, electronic or facsimile requests for a Revolving Credit Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in each case specifying (A) writing not to accept or act upon telephonic, facsimile 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, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the amount origin of any such communication or the identity or authority of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Person sending it. The Revolving Credit Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) evidenced by, and (D) if such Borrowing is a LIBOR Loanbe repayable in accordance with the terms of, the length Revolving Credit Note and this Agreement. (c) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(b). (d) Letters of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans Credit Notwithstanding anything to the Borrower by crediting contrary contained in this Agreement, including Schedule C, Lender shall have no obligations to ---------- incur Letter of Credit Obligations for the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under (a) Section 2.1(a) of the Loan Agreement is hereby amended by deleting the proviso at the end of the first sentence of such Section in its entirety and replacing it with the following: “provided, that, in each case, after giving effect to any such Tranche A Loan or Tranche B Loan, (x) the principal amount of the Tranche A Loans, Tranche B Loans and Letter of Credit Accommodations outstanding with respect to any Borrower shall not exceed the lesser of (1) the Borrowing Base of such Borrower at such time or (2) the Revolving Loan Limit of such Borrower at such time and (y) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding to all Borrowers shall not exceed the lesser of (1) the Maximum Credit or (2) the Eligible Working Capital.” (b) Sections 2.1(c), (d), (e), (f) and (g) of the Loan Agreement are hereby amended by deleting such Sections in their entirety and replacing them with the following: (c) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit or the Eligible Working Capital, (ii) the aggregate amount of the Tranche A Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Tranche A Loan Limit of such Borrower, (iii) the aggregate amount of the Tranche B Loans outstanding at any time to a Borrower shall not exceed the Tranche B Loan Limit of such Borrower, (iv) the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, and (v) the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower based on the Eligible Inventory of such Borrower shall not exceed the Inventory Loan Limit for such Borrower. (d) In the event that the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time exceeds the Maximum Credit or the Eligible Working Capital, or the aggregate amount of the Tranche A Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Tranche A Loan Limit of such Borrower, or the aggregate amount of the Tranche B Loans outstanding at any time to a Borrower exceeds the Tranche B Loan Limit of such Borrower, or the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on Eligible Inventory of a Borrower exceeds the Inventory Loan Limit of such Borrower, or the aggregate amount of the outstanding Letter of Credit Accommodations exceeds the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, 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. (e) If any Borrower (or Administrative Borrower on behalf of such Borrower) desires to borrow a Tranche B Loan, such Borrower (or Administrative Borrower on behalf of such Borrower) shall, pursuant to the terms of Section 2.1(f) hereof, give Agent no less than five (5) Business Days’ prior notice thereof. Notwithstanding this Section 2.01 notice requirement, it is the intention of the Tranche A Lenders and the Tranche B Lenders that the aggregate outstanding principal amount of Revolving Loans be allocated among the Tranche A Lenders and the Tranche B Lenders ratably in accordance with their respective Pro Rata Shares (determined in accordance with the terms of clause (d) of the definition of Pro Rata Share based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders or, if the Tranche A Commitments and Tranche B Commitments are terminated, based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders in effect immediately preceding such termination). (f) By no later than 11:00 a.m. (New York City time) on the last Business Day of each week or such other Business Day as Agent may from time to time request or as Administrative Borrower may desire (each such date, a “BorrowingTranche B Loan Deemed Borrowing Request Date”), Administrative Borrower shall deliver to Agent a forecast (each, a “Borrowing Forecast”) which projects in good faith the aggregate amount of Revolving Loans that Borrowers or Administrative Borrower will request to be borrowed on each of the next succeeding five (5) Business Days. By no later than 12:00 noon (New York City time) on each Tranche B Loan Deemed Borrowing Request Date, Administrative Borrower shall be in deemed to have made a minimum amount request to Agent for the borrowing of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Tranche B Loans which are Prime Rate Loans or LIBOR Loanson the fifth Business Day immediately following such Tranche B Loan Deemed Borrowing Request Date, as the Borrower may request in accordance herewith. The Borrower may borrow or, if such Business Day is a day on which any Tranche B Lender is required to close under the Commitmentlaws of the State of Alabama, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any next Business Day (or for LIBOR each such date, a “Tranche B Loan Deemed Funding Date”), in an amount which, when combined with the then outstanding aggregate principal amount of all Tranche B Loans, any LIBOR would equal 34.532% percent of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans on such Tranche B Loan Deemed Borrowing Request Date plus (ii) the aggregate amount of Revolving Loans projected to be borrowed for the five (5) Business DayDays commencing on such Tranche B Loan Deemed Borrowing Request Date as set forth in the Borrowing Forecast delivered on such Tranche B Loan Deemed Borrowing Request Date (or such lesser amount as may be borrowed without contravening the terms of Section 2.1(c) hereof). (g) Agent shall, provided that the Borrower shall give the Lender irrevocable by no later than 3:00 p.m. (New York City time) on each Tranche B Loan Deemed Borrowing Request Date, provide written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) Tranche B Lenders setting forth the amount of the proposed BorrowingTranche B Loans deemed to have been requested to be borrowed by Administrative Borrower and the date that such Tranche B Loans are requested to be borrowed, (Bwhich date shall be the fifth Business Day immediately following such Tranche B Loan Deemed Borrowing Request Date. Provided that the weekly Borrowing Base Certificate most recently delivered to Agent pursuant to Section 7.1(a)(i)(E) hereof is made available to the Tranche B Lenders, each Tranche B Lender shall remit, in immediately available funds, the amount of such Tranche B Lender’s Pro Rata Share of the requested date borrowing of Tranche B Loans to an account designated by Agent by no later than 12:00 p.m. (New York City time) on the Borrowing, (C) whether such Borrowing is to be a Prime Rate Tranche B Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period thereforDeemed Funding Date. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available Agent may apply the proceeds of all such Tranche B Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made outstanding principal amount of the Tranche A Loans, it being the intention of the Tranche A Lenders and the Tranche B Lenders that the aggregate outstanding principal amount of Revolving Loans be allocated ratably among the Tranche A Lenders and the Tranche B Lenders in accordance with their respective Pro Rata Shares (determined in accordance with the terms of clause (d) of the definition of Pro Rata Share based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders or, if the Tranche A Commitments and Tranche B Commitments are terminated, based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders in effect immediately preceding such termination) (h) Subject to pay interest thereonand upon the terms and conditions contained herein, in Amendment No. 14 and in the other Financing Agreements, the Initial Tranche C Lender agrees to fund the Tranche C Loan to or for the benefit of Borrowers on the Amendment No. 14 Effective Date in the aggregate amount equal to the Tranche C Commitment. The Lender Tranche C Loan (i) shall be repaid, together with interest and other amounts payable with respect thereto, in accordance with the provisions of this Agreement and the other Financing Agreements, (ii) shall be secured by all of the Collateral, and (iii) shall be subject to the Guarantees made by Borrowers and Guarantors in favor of Agent. Except for the making of the Tranche C Loan as set forth in this Section 2.1(h), Borrowers shall have no right to request from Tranche C Lenders (including, without limitation, the Initial Tranche C Lender), and Tranche C Lenders (including, without limitation, the Initial Tranche C Lender) shall have no obligation to make, any additional loans or advances to Borrowers under this Section 2.1(h) after the Amendment No. 14 Effective Date and any repayments of the Tranche C Loan shall not incur be subject to any liability readvance to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given or reborrowing by a Person duly authorized to borrow on behalf of the BorrowerBorrowers.”

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (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 Lender 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 borrowing under this Section 2.01 (a “Borrowing”) Initial Loan Request shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject the form specified by Lender from time to Section 3.08, each Borrowing time and shall set forth the information required to be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request set forth therein in accordance herewithwith the TALF Standing Loan Facility Procedures, on an aggregate basis for all Applicable Borrowers. The Borrower may borrow under Lender shall promptly provide Custodian with the Commitmentinformation contained in each such Initial Loan Request. Notwithstanding the foregoing, less the aggregate face amount a Primary Dealer shall not be permitted to submit an Initial Loan Request unless it has previously delivered to Custodian a copy of Letters of Credit issued under the Letter of Credit SublimitAgreement pursuant to which it became a party hereto. 3.2. Not later than 1:00 p.m. on each 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 any Business Day (or for LIBOR Loansa borrower-by-borrower basis, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially 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 Exhibit A hereto (which notice must its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be received 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 prior (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to 12:00 p.m., California timebe delivered with respect to SBA Collateral) and (1iii) in the case of Prime Rate LoansSBA Collateral other than Development Company Participation Certificates, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior an SBA Collateral Undertaking shall not have been delivered to the requested Borrowing dateLender, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is prior to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.5:00

Loans. Each borrowing under this Section 2.01 (a “Borrowing”) shall be in a minimum amount Lender hereby absolutely and unconditionally agrees, upon receipt of $100,000 or an integral multiple of $100,000 above such amount. Subject notice as provided above, to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior pay to the requested Borrowing dateAdministrative Agent, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting for the account of the Borrower on Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the books occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as otherwise directed by applicable, if and to the Borrowerextent such payment is required to be refunded to the Borrower for any reason. The Lender’s failure purchase of participations in a Swingline Loan pursuant to receive any written notice of a particular Borrowing this paragraph shall not relieve the Borrower of its obligations to repay any default in the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerpayment thereof.

Loans. Each borrowing under Subject to and upon the provisions of this Section 2.01 Agreement and relying upon the representations and warranties of the Borrower herein set forth, the Bank agrees at any time and from time to time to make loans (each a “BorrowingLoan” and collectively the “Loans”) to the Borrower from the date hereof until the earlier of the Credit Expiration Date or the date on which the Credit Facility is terminated pursuant to Section 8.1 hereof in an aggregate principal amount at any time outstanding not to exceed the Credit Amount. No Loans shall be made hereunder if after giving effect thereto the sum of the aggregate principal amount of all outstanding Loans would exceed the Credit Amount. In no event shall the Bank be obligated to make a Loan hereunder if an Event of Default shall have occurred and be continuing. Unless sooner terminated pursuant to the provisions of this Agreement, the Credit Facility and the obligation of the Bank to make Loans hereunder shall automatically terminate on the Credit 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 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 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 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 in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed paid by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under (a) Subject to the terms and conditions set forth in this Section 2.01 Agreement, each Lender severally agrees to make, 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 request; provided, however, that the Dollar Equivalent of the Outstanding Obligations of each Lender (a “Borrowing”including Swing Line Lender's Swing Line Loans) shall be 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 a minimum an Offshore Currency, plus the aggregate amount of $100,000 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 integral multiple aggregate principal amount not to exceed such Offshore Currency Fronting Lender's applicable Fronted Offshore Currency Commitment provided, that, at no time shall the Dollar Equivalent of $100,000 above the Fronted Offshore Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such amountAlternate Currency in the applicable Offshore Currency Addendum other than as a result of currency fluctuations. Subject to Section 3.08the terms of this Agreement and the applicable Offshore Currency Addendum, each Borrowing shall be comprised entirely of Prime Rate the applicable Subsidiary Borrowers may borrow, repay and reborrow Fronted Offshore Currency Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days applicable Alternate Currency at any time prior to the requested Borrowing Maturity Date. 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 shall be paid in full by the 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 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 date, amount and maturity of its Committed Loans and payments with respect thereto. Such Notes, loan accounts and records shall be conclusive absent manifest error of the amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrowers to pay any amount owing with respect to the Loans. (i) Administrative 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 case specifying Lender from time to time (Athe "Register"). The Register shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) Administrative Agent shall record in the Register the Commitment and Extensions of Credit from time to time of each Lender, and each repayment or prepayment in 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 Notes held by such Lender) the amount of each Extension of Credit 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 proposed Borrowingfailure to make any such recordation, or 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. (Biv) Company, Administrative Agent and Lenders shall deem and treat the requested date Persons listed as Lenders in the Register as the holders and owners of the Borrowingcorresponding Commitments and Extensions of Credit listed therein for all purposes hereof, (C) whether and no assignment or transfer of any such Borrowing is to be a Prime Rate Loan Commitment or a LIBOR Loan (and if no election is indicated, such Borrowing Extensions of Credit shall be a Prime Rate Loan) effective, in each case, unless and (D) if until an Assignment and Acceptance effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior to such Borrowing 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 a LIBOR Loanlisted in the Register as Lender shall be conclusive and binding on any subsequent holder, the length assignee or transferee of the Interest Period therefor. Upon satisfaction corresponding Commitments or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerOutstanding Obligations.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each person designated as a “BorrowingTerm Lender” on Schedule I hereto (each, a “2018 Term Lender”) shall be in agrees, severally and not jointly, to make a minimum amount of $100,000 or an integral multiple of $100,000 above such amount2018 Term Loan to the Borrowers on the Amendment No. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, 4 Effective Date (as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1defined below) in an aggregate principal amount not to exceed the case of Prime Rate Loans, amount set forth opposite its name on such requested Borrowing dateSchedule I hereto, and (2ii) in from and after the case making of LIBOR Loansthe 2018 Term Loans on the Amendment No. 4 Effective Date, two (2x) LIBOR Business Days each 2018 Term Loan shall be a “Term Loan” and a “Loan” and, unless the context requires a reference solely to the Term Loans made prior to the requested Borrowing dateAmendment No. 4 Effective Date, an “Initial Term Loan” (for the avoidance of doubt, the Maturity Date for the 2018 Term Loans shall be the same as the Maturity Date for the Initial Term Loans made prior to the Amendment No. 4 Effective Date), (y) each Person that holds 2018 Term Loans from time to time shall be a “Term Lender” and a “Lender”, and (z) the aggregate 2018 Term Loans of all Persons that hold 2018 Term Loans shall be the “Term Facility”, in each case specifying case, for all purposes under the Credit Agreement (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loanas amended hereby) and (D) if such Borrowing is a LIBOR Loanthe other Loan Documents. Without limiting the foregoing, the length Borrowers hereby unconditionally promise to repay the 2018 Term Loans in accordance with the schedule of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions installment payments set forth in Article IVSection 2.07(a) of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the Credit Agreement). Amounts borrowed as 2018 Term Loans and subsequently repaid may not be reborrowed. The proceeds of the 2018 Term Loans shall be used by the Borrowers solely to make the Loan Repayment (as defined below). For the avoidance of doubt, the Lender will make available making of the 2018 Term Loans hereunder shall constitute “Specified Refinancing Debt” within the meaning of Section 2.18 of the Credit Agreement. The 2018 Term Lenders, constituting the Required Lenders, hereby waive compliance with clause (y) of Section 2.18(c). (b) On the Amendment No. 4 Effective Date, (i) the Borrowers shall prepay in full all 2017 Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon and all fees and expenses incurred in connection with the foregoing, with the proceeds of all such the 2018 Term Loans and cash on hand of the Borrowers (collectively, the “Loan Repayment”). Notwithstanding the making of the Loan Repayment, the holders of the 2017 Term Loans shall thereafter continue to be entitled to the Borrower by crediting the account benefits of Sections 3.01, 3.03, 3.04, 3.05, 3.06 and 10.04 of the Borrower on Credit Agreement as in effect immediately prior to the books Amendment No. 4 Effective Date and shall continue to be bound by Section 9.07 of the Lender, or Credit Agreement as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability in effect immediately prior to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.Amendment No. 4

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 2.01 1.1. (a “Borrowing”b) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California each a "Notice of Revolving Credit Advance") given no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (1i) in the case any Notice of Prime Rate Loans, on such requested Borrowing dateRevolving Credit Advance believed by Lender to be genuine, and (2ii) in the case assumption that the Persons making electronic requests or executing and delivering a Notice of LIBOR LoansRevolving Credit Advance were duly authorized, two (2) LIBOR Business Days prior unless the responsible individual acting thereon for Lender shall have actual knowledge to the requested Borrowing datecontrary. (c) The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (d) Borrower agrees that Lender, in each case specifying (A) the amount of the proposed Borrowingmaking any Revolving Credit Advance or incurring any other Obligation hereunder, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Borrower further agrees that Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Prime Rate LoanBorrowing Base Certificate to Lender by the time specified in Section 4.1(b). (e) Subject to the terms and (D) if such Borrowing is a LIBOR Loanconditions of this Agreement, including Schedule C, Borrower shall have the right to request, and Lender agrees to incur, the length Letter of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting Credit Obligations for the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.accordance with Schedule C.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08and in reliance upon the terms, conditions, representations, and warranties in the Loan Documents, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR LoansLender severally, as but not jointly, agrees to make loans (each such Loan a "Committed Loan") to the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, from time to time on any Business Day during the period from the Closing Date to the Maturity Date (or for LIBOR Loans, any LIBOR Business Daythe "Availability Period"), provided that in an aggregate amount not to exceed at any time outstanding the Borrower shall give amount of such Lender's Pro Rata Share of one or more Committed Borrowings under (i) the Lender irrevocable written notice substantially Acquisition Subfacility (further described in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California timeSection 2.01(b) (1) in the case of Prime Rate Loans, on such requested Borrowing datebelow), and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (Aii) the amount Working Capital/Distribution Subfacility (further described in Section 2.01(c) below). Such Committed Borrowings may be repaid and reborrowed from time to time in accordance with the terms and provisions of the proposed BorrowingLoan Documents; provided that, each such Committed Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Maturity Date. (Bb) Committed Loans under the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing Acquisition Subfacility shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, available to Borrower for the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions purposes set forth in Article IVSection 6.12(a). After giving effect to any Committed Borrowing under the Acquisition Subfacility, the Lender will make available the proceeds aggregate Outstanding Amount of all such Committed Loans to under the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing Acquisition Subfacility shall not relieve exceed the Acquisition Subfacility Commitment then in effect. (c) Committed Loans under the Working Capital/Distribution Subfacility shall be available to Borrower for the purposes set forth in Section 6.12(b); provided, however, Committed Borrowings under the Working Capital/Distribution Subfacility will be available to fund not more than $2,500,000 in Distribution Loans in any four (4) consecutive fiscal quarters. After giving effect to any Committed Borrowing under the Working Capital/Distribution Subfacility, the aggregate Outstanding Amount of its obligations to repay all Committed Loans, Swing Line Loans, and L/C Obligations under the Borrowing made and to pay interest thereon. The Lender Working Capital/Distribution Subfacility shall not incur any liability to exceed the Borrower Working Capital/Distribution Subfacility Commitment then in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowereffect.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. (i) Subject to Section 3.08the terms and conditions of this Agreement, from time to time during the period from the Effective Date to, but not including, the Revolving Commitment Termination Date, each Borrowing shall be comprised entirely of Prime Rate US Tranche Lender severally agrees to make US Tranche Revolving Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, US Borrower in each case specifying an aggregate principal amount that will not result in (A) the amount of the proposed Borrowingsuch Lender’s US Tranche Revolving Credit Exposure exceeding such Lender’s US Tranche Commitment, (B) the requested date sum of the Borrowingtotal US Tranche Revolving Credit Exposure exceeding the total US Tranche Commitments, or (C) whether the Combined Credit Exposure exceeding the total Revolving Commitments. Within the foregoing limits, the US Borrower may use the US Tranche Commitments by borrowing, repaying and prepaying the US Tranche Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (ii) Subject to the terms and conditions of this Agreement, from time to time during the period from the Effective Date to, but not including, the Revolving Commitment Termination Date, each Canadian Tranche Lender severally agrees to make Canadian Tranche Revolving Loans (including BA Loans made in accordance with Section 2.24) to the Canadian Borrower, and each Accepting Lender agrees to accept Bankers’ Acceptances presented to it by the Canadian Borrower, subject to Section 2.24, in an aggregate amount that will not result in (A) such Borrowing is to be a Prime Rate Loan Lender’s Canadian Tranche Revolving Credit Exposure exceeding such Lender’s Canadian Tranche Commitment, (B) the sum of the total Canadian Tranche Revolving Credit Exposures exceeding the total Canadian Tranche Commitments, or a LIBOR Loan (and if no election is indicatedC) the Combined Credit Exposure exceeding the total Revolving Commitments. Within the foregoing limits, such Borrowing shall be a Prime Rate Loan) the Canadian Borrower may use the Canadian Tranche Commitments by borrowing, repaying and (Dexcept for BA Loans) if such Borrowing is a LIBOR Loanprepaying the Loans in whole or in part, and reborrowing, all in accordance with the length of terms and conditions hereof, and the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Canadian Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed may repay (but not prepay) Bankers’ Acceptances and present new Bankers’ Acceptances for acceptance by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve Accepting Lenders, all in accordance with the Borrower of its obligations to repay the Borrowing made terms and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerconditions hereof.

Loans. Each borrowing under this (i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus may make loans (the “Loans”) to the Company from time to time during the 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 to preserve and protect Collateral (the “Reserves”) or (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2.01 2(a)(i)(y)(I) minus (a “Borrowing”a) (i)(y)(II) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject referred to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith“Formula Amount.” Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note evidencing the Loans funded on the Closing Date and a Revolving Note evidencing (without duplication of Loans evidenced by any Minimum Borrowing Note) the Capital Availability Amount. The Borrower may borrow under From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the Commitmentfinal funding of each additional $1,500,000 tranche of Loans (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must 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 Minimum Borrowing Note should equal $0, such portion of the balance of the Revolving Note that exceeds $1,000,000 shall be received by deemed to be simultaneously extinguished on the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing dateRevolving Note and transferred to, and evidenced by, a new and additional (2serialized) in the case of LIBOR Loans, two (2) LIBOR Business Days prior Minimum Borrowing Note. Any such new additional Minimum Borrowing Note shall be subject to the requested Borrowing dateparties agreeing to an adjusted Fixed Conversion Price, in each case specifying (A) the amount per Section 2.2 of the proposed BorrowingSecured Convertible Minimum Borrowing Note, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerexecuted contemporaneously herewith.”

Loans. Each borrowing From the date of this Agreement through the Drawdown Termination Date, Lender shall make Advances under this the Revolving Credit Facility to Borrower from time to time on any Business Day, such advances to be disbursed in accordance with Section 2.01 (a “Borrowing”) shall be 2.03 in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, amounts as the Borrower may request not to exceed the Maximum Facility, and Borrower may make prepayments (as permitted or required in accordance herewithSections 2.06 and 2.07 hereof), and reborrowings, in respect thereof; provided, however, that the aggregate principal amount of all such advances made under the Revolving Credit Facility (also referred to herein as “Advances”) at any one time outstanding shall not exceed the Borrowing Base. The Revolving Credit Facility otherwise available to Borrower pursuant to the lending formulas and subject to the Borrowing Base and other applicable limits hereunder shall be subject to Lxxxxx’s continuing right to establish and revise Availability Reserves in its Permitted Discretion. The Obligations related to the Revolving Credit Facility shall be payable on the Drawdown Termination Date and secured by all of the Collateral. At the sole discretion of Lender, the Drawdown Termination Date may borrow under the Commitment, less the aggregate face amount be extended for a term of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) one (1) year. At the expiration of such term, in the case of Prime Rate Loans, on such requested Borrowing date, and event Borrower has not given Lxxxxx xxxxx (260) in the case of LIBOR Loans, two (2) LIBOR Business Days days’ prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of its intent to terminate the Revolving Credit Facility, then, at the sole discretion of Lender, the Revolving Credit Facility shall be renewed, and the Drawdown Termination Date extended, for a particular Borrowing period of one (1) year; and at the end of such one (1) year extension, the Revolving Credit Facility may be again extended, from year to year, in the same fashion. Each such extension shall not relieve be upon the Borrower of its obligations to repay same terms and conditions as set forth herein and the Borrowing made and to pay interest thereon. The Lender shall not incur any liability other Loan Documents relating to the Borrower same, and upon such further stipulations and conditions as Lender may require. Interest on the Revolving Credit Facility shall accrue and be payable as provided in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerSection 2.02 hereof.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, each 364-Day Tranche Lender severally agrees to make a “Borrowing”) shall be 364-Day Tranche Loan in Dollars to the Company in a minimum single borrowing on the Closing Date, in an aggregate amount not to exceed the amount of $100,000 or an integral multiple such 364-Day Tranche Lender’s 364-Day Tranche Commitment at such time. Each 364-Day Tranche Lender’s 364-Day Tranche Commitment shall automatically be reduced by the amount of $100,000 above each 364-Day Tranche Loan made by such amount. Lender, such reduction to be effective immediately following the making of such 364-Day Tranche Loan by such Lender. (b) Subject to Section 3.08the terms and conditions set forth herein, each Borrowing 3-Year Tranche Lender severally agrees to make a 3-Year Tranche Loan in Dollars to the Company in a single borrowing on the Closing Date, in an aggregate amount not to exceed the amount of such 3-Year Tranche Lender’s 3-Year Tranche Commitment at such time. Each 3-Year Tranche Lender’s 3-Year Tranche Commitment shall automatically be comprised entirely reduced by the amount of Prime Rate each 3-Year Tranche Loan made by such Lender, such reduction to be effective immediately following the making of such 3-Year Tranche Loan by such Lender. (c) Subject to the terms and conditions set forth herein, each 5-Year Tranche Lender severally agrees to make a 5-Year Tranche Loan in Dollars to the Company in a single borrowing on the Closing Date, in an aggregate amount not to exceed the amount of such 5-Year Tranche Lender’s 5-Year Tranche Commitment at such time. Each 5-Year Tranche Lender’s 5-Year Tranche Commitment shall automatically be reduced by the amount of each 5-Year Tranche Loan made by such Lender, such reduction to be effective immediately following the making of such 5-Year Tranche Loan by such Lender. The Commitments are not revolving in nature, and amounts borrowed and repaid hereunder may not be reborrowed. Loans may be ABR Loans or LIBOR Eurocurrency Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), further provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerherein.

Loans. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a loan or loans to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, on the Closing Date, and (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each borrowing Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.01 ‎2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above made on the same Business Day by all Revolving Credit Lenders pro rata based on each such amount. Subject to Section 3.08Lender’s Revolving Credit Commitment Percentage, each Borrowing and the proceeds thereof shall be comprised entirely of Prime Rate applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any upon same Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written Days’ notice substantially pursuant to each Mandatory Borrowing in the form of Exhibit A hereto (which notice must be received amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender prior to 12:00 p.m., California timenotwithstanding (i) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) that the amount of the proposed BorrowingMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (Bii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the requested date of such Mandatory Borrowing or (v) any reduction in the BorrowingTotal Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (Cincluding as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing participation of the outstanding Swingline Loans as shall be a Prime Rate Loan) necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and (D) if interest payable on such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Swingline Loans to the Borrower by crediting shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower on may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the books of Administrative Agent and the LenderBorrower, or as otherwise directed executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. The Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s failure acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to receive zero. Notwithstanding the effectiveness of any written notice such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a particular Borrowing Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur make any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borroweradditional Swingline Loans.

Loans. Each borrowing under (a) (i) Subject to the terms and conditions of this Section 2.01 Agreement, each Tranche A Lender severally agrees to make revolving credit loans (a the “BorrowingTranche A Loans”) shall be to the Borrower from time to time during the Tranche A Commitment Period in a minimum 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 Tranche A L/C Obligations then outstanding does not exceed the amount of $100,000 such Tranche A Lender’s Tranche A Commitment. During the Tranche A Commitment Period, the Borrower may use the Tranche A Commitments by borrowing, prepaying the Tranche A Loans in whole or an integral multiple of $100,000 above such amount. in part, and reborrowing, all in accordance with the terms and conditions hereof. (i) The Borrower shall pay all outstanding Tranche A Loans on the Tranche A Termination Date. (i) Subject to Section 3.08the terms and conditions of this Agreement, each Borrowing Tranche B Lender severally agrees to make revolving credit loans (the “Tranche B Loans”) to the Borrower from time to time 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 in part, and reborrowing, all in accordance with the terms and conditions hereof. (ii) The Borrower shall pay all outstanding Tranche B Loans on the Tranche B Termination Date. (c) The Loans may from time to time be comprised entirely of Prime Rate Eurodollar Loans or LIBOR Base Rate Loans, as determined by the Borrower may request and notified to the Administrative Agent in accordance herewith. The Borrower may borrow under the Commitmentwith this Section, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, Section 3.2 and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerSection 3.7.

Loans. Each borrowing under (a) Subject to the terms and conditions of this Section 2.01 Agreement, each of the Lenders severally agrees to make revolving credit loans (a “Borrowing”the "Revolving Credit Loans") shall be to the Borrower from time to time from and including the Closing Date to but excluding the Revolving Credit Termination Date, in a minimum such amounts that the sum of (i) the aggregate principal amount of $100,000 or an integral multiple such Lender's Revolving Credit Loans at any one time outstanding plus (ii) such Lender's pro rata share of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) Obligations then outstanding does not exceed the amount of its Revolving Credit Commitment. The Revolving Credit Loans shall be due and payable on the proposed BorrowingRevolving Credit Termination Date. (b) Subject to the terms and conditions of this Agreement, (B) the requested date each of the BorrowingLenders severally agrees to make a swingline loan (the "Swingline Loans") to the Subsidiary Borrower from time to time from and including the date hereof to and including the Swingline Termination Date, (C) whether such Borrowing is in an amount up to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicatedbut not exceeding in the aggregate principal amount, such Borrowing the amount of its Swingline Commitment. The Swingline Loans shall be due and payable on the Swingline Termination Date. (c) The Loans shall be outstanding as Revolving Credit Loans or Swingline Loans (each a Prime "class" of Loans). The Revolving Credit Loans may be outstanding at the Borrower's option as Variable Rate LoanLoans or LIBO Rate Loans (each a "type" of Revolving Credit Loans) and the Swingline Loans may be outstanding at the Subsidiary Borrower's option as LIBO Rate Loans or NIBO Rate Loans (Deach a "type" of Swingline Loans). Each type of Loans of each Lender shall be made and maintained at such Lender's Lending Office for such type of Loans. (d) if such Borrowing is a LIBOR Loan, The Swingline Loans shall be made in Norwegian Krone in an amount equal to the length Norwegian Krone Equivalent of the Interest Period therefor. Upon satisfaction or waiver Dollar amount specified in the notice of each borrowing pursuant to Section 2.08, as determined by the Administrative Agent as of the applicable conditions set forth in Article IVDenomination Date for such borrowing (which determination shall be conclusive absent manifest error). For purposes of determining the amount outstanding under any Lender's Swingline Loan Commitments, each Swingline Loan shall be the Lender will make available the proceeds of all Dollar Equivalent for such Loans to the Borrower by crediting the account Swingline Loan as of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerDenomination Date.

Loans. Each borrowing under this Section 2.01 (a) [Reserved]. (1) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars or Alternative Currencies (each a “BorrowingRevolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (A) shall be made at any time and from time to time prior to the Revolving Credit Termination Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Revolving Credit Loans (each in a minimum amount the case of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08Revolving Credit Loans denominated in Dollars only), each Borrowing shall be comprised entirely of Prime Alternative Currency Daily Rate Loans or LIBOR Alternative Currency Term Rate Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, as unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the Borrower same Type, (C) may request be repaid and reborrowed in accordance herewith. The Borrower may borrow under with the Commitmentprovisions hereof, less (D) shall not, for any Lender at any time, after giving effect thereto and to the aggregate application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure plus, without duplication, the amount of Swingline Loans outstanding that are held by such Lender and the face amount of Letters of Credit outstanding at such time issued under by such Lender at such time exceeding such Xxxxxx’s Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the Letter application of Credit Sublimitthe proceeds thereof, on result at any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially time in the form aggregate amount of Exhibit A hereto the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (which notice must be received by F) shall not, after giving effect thereto and to the Lender prior to 12:00 p.m.application of the proceeds thereof, California time) (1) result at any time in the case of Prime Rate Loans, on Aggregate Multicurrency Exposures at such requested Borrowing date, and time exceeding the Multicurrency Sublimit then in effect. (2) Each Lender may at its option make any Term SOFR Loan, Alternative Currency Term Rate Loan or Alternative Currency Daily Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the case event of LIBOR Loanssuch request for costs for which compensation is provided under this Agreement, two the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (2c) LIBOR Business Days Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time prior to the requested Borrowing dateSwingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) fifteen (15) Business Days after such Swingline Loan is initially borrowed and (b) the Swingline Maturity Date. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or the Administrative Agent stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1 or (iii) from the Administrative Agent that such Default or Event of Default is no longer continuing. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case specifying Revolving Credit Loans denominated in Dollars constituting ABR Loans (Aeach such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the proposed BorrowingMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (Bii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the requested date of such Mandatory Borrowing or (v) any reduction in the BorrowingTotal Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (Cincluding as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing participation of the outstanding Swingline Loans as shall be a Prime Rate Loan) necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and (D) if interest payable on such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Swingline Loans to the Borrower by crediting shall be for the account of the Borrower on Swingline Lender until the books of date the Lenderrespective participation is purchased and, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerpurchase.

Loans. Each borrowing under (a) The Bank hereby agrees, on the terms and subject to the conditions of this Section 2.01 Agreement, to make loans (individually a “Borrowing”"LOAN" and, collectively, the "LOANS") shall be to the Borrower during the Credit Period to and including the Commitment Termination Date in a minimum an aggregate principal amount of $100,000 or an integral multiple of $100,000 above such amountat any one time outstanding up to, but not exceeding, the lesser of: (i) the Borrowing Base, as then in effect; or (ii) the Commitment. Subject to Section 3.08the terms of this Agreement, each Borrowing during the Credit Period the Borrower may borrow, repay (provided that repayment of LIBOR Loans shall be comprised entirely subject to the provisions of Prime Section 2.22 hereof) and reborrow up to the amount of the Commitment (after giving effect to the mandatory and voluntary reductions required and permitted herein) by means of Base Rate Loans or LIBOR Loans, as and during such period and thereafter until the date of the payment in full of all of the Loans, the Borrower may request convert Loans of one type into Loans of another type (as provided in accordance herewithSection 2.17 hereof). (b) Notwithstanding anything to the contrary contained in subsection 2.1(a) above or in the definitions of Borrowing Base, Eligible Accounts and Eligible Inventory to the contrary, the Bank may, in its reasonable discretion, change on thirty (30) days notice to the Borrower, the advance rates applicable to Eligible Accounts and Eligible Inventory set forth in the definition of Borrowing Base, and modify the standards for eligibility of Accounts and Inventory set forth in the definitions of Eligible Accounts and Eligible Inventory to include other reasonable and customary criteria as the Bank may reasonably specify, including, without limitation, upon the Bank's receipt of each of the asset-based audits required to be delivered to the Bank pursuant to Section 5.11 hereof. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided acknowledges that the Borrower shall give flexibility inherent in this subsection 2.1(b) was of material importance to the Lender irrevocable written notice substantially Bank with respect to the Bank's willingness to agree to the advance rates specified in the form definition of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, Base and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions standards for eligibility set forth in Article IV, the Lender will make available definitions of Eligible Accounts and Eligible Inventory for the proceeds duration of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerthis Agreement.

Loans. Each borrowing under this Section 2.01 Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “BorrowingRevolving Credit Loan”) shall be to the Borrowers in a minimum amount of $100,000 Dollars or an integral multiple of $100,000 above such amount. Subject in one or more Alternative Currencies from time to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimittime, on any Business Day (or for LIBOR Loansduring the Availability Period of such Lender, in an aggregate amount not to exceed at any LIBOR Business Day), time outstanding the amount of such Lender’s Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the Borrower Total Outstandings shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) not exceed the amount of the proposed BorrowingFacility, (Bii) the requested date Outstanding Amount of the BorrowingRevolving 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 Commitment, (Ciii) whether 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 Borrowing is 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 other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be a Prime Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that each Revolving Credit Loan or a LIBOR Loan (and if no election is indicated, such Borrowing denominated in an Alternative Currency shall be a Prime Eurocurrency Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each such loan, a “BorrowingCommitted Revolving Loan”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit SublimitDollars from time to time, on any Business Day during the 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, (or for LIBOR Loansi) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any LIBOR Business DayRevolving Lender shall not exceed such Revolving Lender’s Revolving Commitment. 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), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Revolving Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, all Committed Revolving Borrowings made on such requested Borrowing date, and (2) in the case of LIBOR Closing Date shall be made as Base Rate Loans, two unless the Borrower submits a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, at least three (23) LIBOR Business Days prior to the Closing Date, for any Eurodollar Rate Loans requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan made on the Closing Date. (b) Subject to the terms and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVherein, the each Term Lender will severally agrees to make available the proceeds of all a single loan (each such Loans to the Borrower by crediting the account of the Borrower on the books of the Lenderloan, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability “Term Loan”) to the Borrower in acting upon Dollars on any notice Business Day during the Availability Period for the Term Facility, in an aggregate amount not to exceed such Term Lender’s Term Commitment. Each Term Borrowing shall consist of Borrowing which Term Loans made simultaneously by the Lender believes Term Lenders in good faith to have been given by a Person duly authorized to borrow on behalf accordance with their respective Applicable Percentage of the BorrowerTerm Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loans. Each borrowing (a) As of the Closing Date, each of the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility and the Tranche D Term Facility have been fully advanced. The Tranche E Term Facility shall be advanced in accordance with Section 2.1.1(b). (b) Subject to all of the terms and conditions hereof, the Lenders hereby agree to make up to one (1) Loan Advance under this Section 2.01 the Tranche E Term Facility to the Borrower between the date hereof and October 24, 2018 (a the “BorrowingOutside Funding Date”); provided, that the (i) Total Outstandings shall at no time exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base Value; (the lesser of (A) or (B) being the “Maximum Loan Amount”) and (ii) the Total Tranche E Term Outstandings shall not exceed the Total Tranche E Term Commitments (in effect as of the Closing Date). The Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility, the Tranche D Term Facility and the Tranche E 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 Outside Funding Date. (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 Tranche E Term Facility Loan including, without limitation, as a result of the failure of any Lender to fulfill its obligations hereunder. (d) Provided no Default or Event of Default shall then be in a minimum existence, the Borrower shall have the right to elect to increase the Total Tranche A Term Commitment, the Total Tranche B Term Commitment, the Total Tranche C Term Commitment, the Total Tranche D Term Commitment and/or the Total Tranche E 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, the Total Tranche D Term Commitment and/or the Total Tranche E Term Commitment, the full amount of the Tranche E Term Facility shall have been advanced pursuant to the then-existing Tranche E 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, (D) Tranche D Term Commitment shall occur after the Tranche D Term Facility Maturity Date or (E) Tranche E Term Commitment shall occur after the Tranche E Term Facility Maturity Date; and provided further that: (x) the amount of each such increase shall not be less than Ten Million Dollars ($100,000 10,000,000) or an integral multiple in increments of Five Million Dollars ($100,000 above 5,000,000.00) in excess thereof, and (y) the aggregate amount of all such amountincreases shall not cause the Total Commitment to exceed Six Hundred Seventy-Five Million Dollars ($675,000,000). Subject to Section 3.08, each Borrowing Any such increase in the Total Commitment shall be comprised entirely of Prime Rate Loans or LIBOR Loansallocated to the Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility, the Tranche D Term Facility and/or the Tranche E 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, Tranche D Term Facility and/or Tranche E 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 increase. 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 (each a “Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance herewith. The Borrower may borrow under with this Section, the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that Administrative Agent and the Borrower shall give 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, the Tranche D Term Facility, and the Tranche E 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, the Tranche D Term Facility and the Tranche E 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, Tranche D Term Commitment and Tranche E Term Commitment of the Lenders shall be adjusted (but any existing Commitment of a Lender irrevocable written notice substantially 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 form Tranche A Term Facility, the Tranche B Term Facility, the Tranche C Term Facility, the Tranche D Term Facility and the Tranche E Term Facility. The Administrative Agent shall promptly notify the Borrower and the Lenders of Exhibit A hereto the final allocation of such increase (which notice must be received 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 (i) certifying and attaching the resolutions adopted by the Lender prior Borrower approving or consenting to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing dateincrease, and (2ii) in the case of LIBOR Loanscertifying that, two (2) LIBOR Business Days prior before and after giving effect to the requested Borrowing datesuch increase, in each case specifying (A) the amount 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 proposed BorrowingIncrease 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 representations and warranties contained in Section 6.8 shall be deemed to refer to the most recent statements furnished to the Administrative Agent pursuant to Section 7.2.1 and Section 7.2.2, and except as to the representations and warranties in Sections 6.4, 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 to Administrative Agent prior to or simultaneously with such written request and (B) no Default or Event of Default exists. The amount of any applicable increase in the requested date of Tranche A Term Facility, the BorrowingTranche B Term Facility, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicatedthe Tranche C Term Facility, such Borrowing the Tranche D Term Facility and/or the Tranche E Term Facility shall be a Prime Rate Loan) and (D) if funded on such Borrowing is a LIBOR Loan, the length of the Interest Period thereforIncrease Effective Date. Upon satisfaction This Section shall supersede any provisions in Sections 12.2 or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans 13.4.1 to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowercontrary.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each person designated as a “BorrowingTerm Lender” on Schedule I hereto (each, a “2017 Term Lender”) shall be in agrees, severally and not jointly, to make a minimum amount of $100,000 or an integral multiple of $100,000 above such amount2017 Term Loan to the Borrowers on the Amendment No. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, 3 Effective Date (as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1defined below) in an aggregate principal amount not to exceed the case of Prime Rate Loans, amount set forth opposite its name on such requested Borrowing dateSchedule I hereto, and (2ii) in from and after the case making of LIBOR Loansthe 2017 Term Loans on the Amendment No. 3 Effective Date, two (2x) LIBOR Business Days each 2017 Term Loan shall be a “Term Loan” and a “Loan” and, unless the context requires a reference solely to the Term Loans made prior to the requested Borrowing dateAmendment No. 3 Effective Date, an “Initial Term Loan” (for the avoidance of doubt, the Maturity Date for the 2017 Term Loans shall be the same as the Maturity Date for the Initial Term Loans made prior to the Amendment No. 3 Effective Date), (y) each Person that holds 2017 Term Loans from time to time shall be a “Term Lender” and a “Lender”, and (z) the aggregate 2017 Term Loans of all Persons that hold 2017 Term Loans shall be the “Term Facility”, in each case specifying case, for all purposes under the Credit Agreement (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loanas amended hereby) and (D) if such Borrowing is a LIBOR Loanthe other Loan Documents. Without limiting the foregoing, the length Borrowers hereby unconditionally promise to repay the 2017 Term Loans in accordance with the schedule of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions installment payments set forth in Article IVSection 2.07(a) of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the Credit Agreement). Amounts borrowed as 2017 Term Loans and subsequently repaid may not be reborrowed. The proceeds of the 2017 Term Loans shall be used by the Borrowers solely to make the Loan Repayment (as defined below). For the avoidance of doubt, the Lender will make available making of the 2017 Term Loans hereunder shall constitute “Specified Refinancing Debt” within the meaning of Section 2.18 of the Credit Agreement. (b) On the Amendment No. 3 Effective Date, (i) the Borrowers shall prepay in full all Existing Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon and all fees and expenses incurred in connection with the foregoing, with the proceeds of all such the 2017 Term Loans and, if necessary, cash on hand of the Borrowers (collectively, the “Loan Repayment”). Notwithstanding the making of the Loan Repayment, the holders of the Existing Term Loans shall thereafter continue to be entitled to the Borrower by crediting the account benefits of Sections 3.01, 3.03, 3.04, 3.05, 3.06 and 10.04 of the Borrower on Credit Agreement as in effect immediately prior to the books Amendment No. 3 Effective Date and shall continue to be bound by Section 9.07 of the Lender, or Credit Agreement as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability in effect immediately prior to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.Amendment No. 3

Loans. Each borrowing (a) FACILITY A LOANS. (i) On the Effective Date, the "Facility A Loans" (as defined in the Existing Credit Agreement) held by the Existing Lenders under this Section 2.01 the Existing Credit Agreement shall automatically, and without any action on the part of any Person, be designated as Facility A Loans hereunder and each of the New Lenders that is a Facility A Lender (a “Borrowing”and each Existing Lender, if any, whose relative proportion of Facility A Commitments hereunder is increasing over the proportion of "Facility A Loans" held by it under the Existing Credit Agreement) shall by assignments from the Existing Lenders (which assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Effective Date), acquire a portion of the Facility A Loans of the Existing Lenders so designated in a minimum amount such amounts (and the Facility A Lenders shall, through the Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Facility A Lenders shall hold the Facility A Loans hereunder ratably in accordance with their respective Facility A Commitments. As of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08the Effective Date, each Borrowing Existing Lender represents and warrants to each New Lender to which such Existing Lender assigns any of its Facility A Loans hereunder that it has not created any adverse claim upon the interest being assigned by it to such New Lender hereunder and that such interest is free and clear of any adverse claim. On the Effective Date all Interest Periods under the Existing Credit Agreement in respect of the "Facility A Loans" under and as defined in the Existing Credit Agreement shall automatically be terminated (and the Company shall make payments to the Existing Lenders that held such "Facility A Loans" under Section 5.05 thereof to compensate for such termination), and, subject to the provisions of paragraph (c) below, the Company shall be comprised entirely of Prime permitted to Continue such "Facility A Loans" as Eurodollar Loans hereunder, or to convert such "Facility A Loans" into Base Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerhereunder.

Loans. Each borrowing under this Section 2.01 Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “BorrowingRevolving Credit Loan”) shall be to the Borrowers in a minimum amount of $100,000 Dollars or an integral multiple of $100,000 above such amount. Subject in one or more Alternative Currencies from time to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimittime, on any Business Day (or for LIBOR Loans, any LIBOR RFR Business Day), provided that as applicable, during the Borrower shall give the Lender irrevocable written notice substantially in the form Availability Period of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing dateLender, in each case specifying an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, that, after giving effect to any Revolving Credit Borrowing, (Ai) the Total Outstandings shall not exceed the amount of the proposed BorrowingFacility, (Bii) the requested date Outstanding Amount of the BorrowingRevolving 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 Commitment, (Ciii) whether 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 Borrowing is 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 other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans denominated in Dollars may be a Prime Base Rate Loan Loans or a LIBOR Loan (and if no election is indicatedEurocurrency Rate Loans, such Borrowing as further provided herein; provided, that, eachTerm SOFR Loans. Revolving Credit LoanLoans denominated in an Alternative Currency shall be a Prime aconsisting of Australian Dollars, Canadian Dollar, Euros or Hong Kong Dollars shall be Eurocurrency Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period thereforLoanLoans. Upon satisfaction or waiver of the applicable conditions set forth Revolving Credit Loans denominated in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing Sterling shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerbe Daily Simple RFR Loans.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) Lender shall not assume the Credit Risk on any Receivables., (b) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Lender shall make revolving credit advances (the "Revolving Credit Advances") to Borrowers from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) the Maximum Revolving Amount or (y) 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 a minimum amount of $100,000 or an integral multiple of $100,000 above form and substance and with such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loansfrequency, as the Borrower may request more fully described in accordance herewith. The Borrower may borrow under the CommitmentSection 9 below, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on include such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing datecalculations, in each case specifying 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 Advances. (Ac) Notwithstanding the limitations set forth above, Lender retains the right to lend Borrowers from time to time such amounts in excess of such 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 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 date in an amount equal to such unpaid interest, 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 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 proposed Borrowingdate 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. (Bh) The aggregate balance of Loans outstanding at any time shall not exceed the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Maximum Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the BorrowerAmount. The Lender’s failure to receive aggregate balance of Revolving Credit Advances outstanding at any written notice of a particular Borrowing time shall not relieve exceed the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Formula Amount except as Lender shall not incur any liability to the Borrower may permit in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borroweraccordance with Section 2(c) above.

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 2.01 1.1. (a “Borrowing”b) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California each a "Notice of Revolving Credit Advance") given no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (1i) in the case any Notice of Prime Rate Loans, on such requested Borrowing dateRevolving Credit Advance reasonably believed by Lender to be genuine, and (2ii) in the case assumption that the Persons making electronic requests or executing and delivering a Notice of LIBOR LoansRevolving Credit Advance were duly authorized, two (2) LIBOR Business Days prior unless the responsible individual acting thereon for Lender shall have actual knowledge to the requested Borrowing datecontrary. (c) The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (d) Borrower agrees that Lender, in each case specifying (A) the amount of the proposed Borrowingmaking any Revolving Credit Advance or incurring any other Obligation hereunder, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Borrower further agrees that Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Prime Rate LoanBorrowing Base Certificate to Lender by the time specified in Section 4.1(b). (e) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans Notwithstanding anything to the Borrower by crediting contrary contained in this Agreement, including Schedule C, Lender shall have no obligations to incur Letter of Credit Obligations for the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing (a) Subject to the terms and conditions set forth hereinin the Original Credit Agreement, each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to makeas defined in the Original Credit Agreement) on the Effective Date made a Term Loan in Dollars to the Borrowers on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Amounts borrowed under this Section 2.01 2.01(a) are sometimes referred to herein as the “initial Term Loan.”(as defined in the Original Credit Agreement) on the Effective Date. On the Sixth Amendment Date, each 2020 Extended Term Lender converted the aggregate principal amount of its 2016 Term Loans into an equal principal amount of 2020 Extended Term Loans in accordance with the terms of the Sixth Amendment. (b) Subject to the terms and conditions set forth herein, each DDTL Lender with a “Borrowing”DDTL Commitment (severally and not jointly) agrees to make up to five (5) Delayed Draw Term Loans in Dollars to the Borrowers from time to time during the Availability Period, in an aggregate principal amount not to exceed such Lender’s DDTL Commitment. Except as set forth in Section 4.03, any Delayed Draw Term Loan shall be on the same terms (including all-in a minimum pricing and maturity date) as, and pursuant to documentation applicable to, the initial Term Loan. The DDTL Commitment of each DDTL Lender shall be reduced by the aggregate amount of $100,000 Delayed Draw Term Loans funded by such DDTL Lender. All Delayed Draw Term Loans, once funded shall become part of and be deemed to be of the same class as the initial Term Loan unless otherwise determined by the Administrative Agent. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower Representative, take any and all actions as may be reasonably necessary to ensure that all Delayed Draw Term Loans, when originally made or thereafter, are included in each Borrowing of outstanding initial Term Loans on a pro rata basis. Without limiting the generality of the foregoing, this may be accomplished by requiring each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan to be converted into a Borrowing of the initial Term Loan that is an integral multiple ABR Loan on the date of $100,000 above each such amountDelayed Draw Term Loan, or by allocating a portion of each such Delayed Draw Term Loan to each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan on a pro rata basis. Subject Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 3.082.16. In addition, each Borrowing scheduled amortization payment under Section 2.10(a) with respect to then-existing Term Loans required to be made after the making of any Delayed Draw Term Loan shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less ratably increased by the aggregate face principal amount of Letters such Delayed Draw Term Loan for all Lenders on a pro rata basis to the extent necessary (including to avoid any reduction in the amortization payments to which the initial Term Lenders are entitled in respect of Credit issued such Delayed Draw Term Loan). To the extent any installment under Section 2.10(a) that is scheduled to be made in respect of the Letter of Credit Sublimit, initial Term Loans on any Business Day (day shall have been reduced or for LIBOR Loans, any LIBOR Business Day), provided that eliminated due to the Borrower shall give the Lender irrevocable written notice substantially in the form application thereto of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days a prepayment prior to the requested Borrowing datedate on which a Delayed Draw Term Loan is funded, in then notwithstanding the provisions of Section 2.18 hereof to the contrary, Lenders who hold such funded Delayed Draw Term Loans on such day shall be entitled to receive the entire portion of each case specifying (A) payment of, or application to, the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether installment with respect to such Borrowing is funded Delayed Draw Term Loan scheduled to be a Prime Rate Loan made on such day. (c) Amounts repaid or a LIBOR Loan (and if no election is indicated, such Borrowing shall prepaid in respect of Term Loans may not be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerreborrowed.

Loans. (a) From time to time prior to September 5, 2019 or the earlier termination in full of the Revolving Commitment in accordance with this Agreement (in either case, the “Termination Date”), and subject to all of the terms and conditions of this Agreement, Borrower may obtain Revolving Loans from Lender up to the maximum aggregate amount of the Revolving Commitment, subject to the limitations of the Short-Term Revolving Loans and Permanent Revolving Loans. Subject to the terms and conditions of this Agreement, the Borrower may repay Revolving Loans and reborrow hereunder. Each borrowing under this Section 2.01 (a “Borrowing”) of the Revolving Loans shall be in a minimum an amount of equal to or greater than $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the 2,000,000. (b) The Borrower may request in accordance herewith. a revolving loan that matures upon the earlier of (i) 120 days from the date of such loan and (ii) the Termination Date (each a “Short-Term Revolving Loan”); provided that after giving effect to each requested Short-Term Revolving Loan: (i) the aggregate outstanding principal amount of Revolving Loans would not exceed the Revolving Commitment; and (ii) the sum of all outstanding Revolving Loans would not exceed the Borrowing Base. (c) The Borrower may borrow under request a revolving loan that matures upon the Commitment, less Termination Date (each a “Permanent Revolving Loan”); provided that after giving effect to each requested Permanent Revolving Loan: (i) the aggregate face outstanding principal amount of Letters Revolving Loans would not exceed the Revolving Commitment; and (ii) the sum of Credit issued under all outstanding Permanent Revolving Loans would not exceed the Letter of Credit SublimitPermanent Revolving Borrowing Base. (d) Each Short-Term Revolving Loan and Permanent Revolving Loan shall be evidenced by a single promissory note, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower and shall give the Lender irrevocable written notice substantially be in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time2.01(d) (1) the “Revolving Note”). The Revolving Note shall be expressed to be payable in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the full amount of the proposed BorrowingRevolving Commitment; however, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing Borrower shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, obligated to pay only the length of the Interest Period therefor. Upon satisfaction amounts actually disbursed to or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting for the account of the Borrower Borrower, together with interest on the books unpaid balance of the Lendersums so disbursed which remains outstanding from time to time. Unless due earlier hereunder, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to shall repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower Lender the principal and interest borrowed under the Revolving Loans in acting upon any notice of Borrowing which accordance with the Lender believes applicable maturity dates, as detailed in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerSections 2.01(b) and (c).

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each such loan, a “BorrowingCommitted Revolving Loan”) shall be to the Borrower in a minimum amount of $100,000 Dollars or an integral multiple of $100,000 above such amount. Subject Alternative Currency from time to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimittime, on any Business Day during the 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, (or for LIBOR Loansi) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Revolving Credit Exposure of any LIBOR Business DayRevolving 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), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must prepay under Section 2.05, and reborrow under this Section 2.01(a). Committed Revolving Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Daily Rate Loans or Term Rate Loans, as further provided herein; provided, that, all Committed Revolving Borrowings made on such requested Borrowing date, and (2) in the case of LIBOR Closing Date shall be made as Base Rate Loans, two unless the Borrower submits a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, at least three (23) LIBOR Business Days prior to the Closing Date, for any Daily Rate Loans or Term Rate Loans requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime made in Dollars on the Closing Date or at least four (4) Business Days prior to the Closing Date, for any Daily Rate Loan Loans or a LIBOR Loan Term Rate Loans requested to be made in Alternative Currencies on the Closing Date. (b) Subject to the terms and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVherein, the each Term Lender will severally agrees to make available the proceeds of all a single loan (each such Loans to the Borrower by crediting the account of the Borrower on the books of the Lenderloan, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability “Term Loan”) to the Borrower in acting upon any notice Dollars on the Closing Date, in an aggregate amount not to exceed such Term Lender’s Term Commitment. Each Term Borrowing shall consist of Borrowing which Term Loans made simultaneously by the Lender believes Term Lenders in good faith to have been given by a Person duly authorized to borrow on behalf accordance with their respective Applicable Percentage of the BorrowerTerm 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 any Term Loans made on the Closing Date shall be Base Rate Loans unless the Administrative Agent receives the funding indemnity letter within the time period required Section 2.01(a).

Loans. Each borrowing under this (a) On the terms and subject to the conditions hereof, on the Closing Date, each Lender shall make Property Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.01 2.02(a)(i); provided that no Lender shall make any such Property Loan or portion thereof to the extent that, after giving effect to such Property Loan: (a “Borrowing”i) the aggregate outstanding principal amount of the Loans funded by such Lender hereunder will exceed its Commitment; (ii) the Aggregate Loan Principal Balance will exceed an amount equal to the Aggregate Commitment less the Aggregate Blocked Commitment; provided that such Aggregate Blocked Commitment shall be calculated in order to give effect to any Renovation Loan made on the Closing Date; (iii) the Aggregate Loan Principal Balance will exceed 90.0% of the sum of the Purchase Prices with respect to all Pending Advance Properties; (iv) the Aggregate Loan Principal Balance will exceed 69.58% of the sum of the BPO Values with respect to all Pending Advance Properties in the aggregate; (v) the aggregate Debt Yield with respect to all Pending Advance Properties in the aggregate determined as of the Closing Date will be less than 5.75%; and (vi) the aggregate Debt Service Coverage Ratio with respect to all Pending Advance Properties in the aggregate determined as of the Closing Date will be less than 1.35:1.00. (b) On the terms and subject to the conditions hereof, from time to time during the Availability Period, each Lender shall make Renovation Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(ii); provided that no Lender shall make any such Renovation Loan or portion thereof to the extent that, after giving effect to such Renovation Loan: (i) the aggregate outstanding principal amount of the Loans funded by such Lender hereunder will exceed its Commitment; (ii) the Aggregate Loan Principal Balance will exceed an amount equal to the Aggregate Commitment less the Aggregate Blocked Commitment (as in effect immediately after giving effect to such Renovation Loan); (iii) the Aggregate Loan Principal Balance will exceed 90.0% of the sum of the Purchase Prices with respect to all Financed Properties in the aggregate; (iv) the Aggregate Loan Principal Balance will exceed 69.58% of the sum of the BPO Values with respect to all Financed Properties in the aggregate; (v) the aggregate Debt Yield determined as of the proposed Borrowing Date with respect to all Financed Properties in the aggregate will be less than 5.75%; (vi) the aggregate Debt Service Coverage Ratio determined as of the proposed Borrowing Date with respect to all Financed Properties in the aggregate will be less than 1.35:1.00; (vii) the principal amount of that portion of the requested Renovation Loan relating to a Pending Renovation Advance Property will exceed 90.0% of the lesser of (x) the Renovation Reserves in respect of such Pending Renovation Advance Property and (y) the Actual Renovation Expenses for such Pending Renovation Advance Property; or (viii) the aggregate principal amount of the requested Renovation Loan will exceed the Aggregate Blocked Commitment in respect of all Pending Renovation Advance Properties that are the subject of such requested Renovation Loan in the aggregate (as in effect immediately prior to giving effect to any such Renovation Loan). (c) On the terms and subject to the conditions hereof, from time to time during the Availability Period, each Lender shall make Additional Renovation Loans to the Borrowers in an amount, for each Lender, equal to its Lender Percentage of the amount requested by the Borrowers pursuant to Section 2.02(a)(iii); provided that no Lender shall make any such Additional Renovation Loan or portion thereof to the extent that, after giving effect to such Additional Renovation Loan: (i) the aggregate outstanding principal amount of the Loans funded by such Lender hereunder will exceed its Commitment; (ii) the Aggregate Loan Principal Balance will exceed an amount equal to the Aggregate Commitment less the Aggregate Blocked Commitment; provided that such Aggregate Blocked Commitment shall be calculated in order to give effect to any Renovation Loan made on the same date as any such Additional Renovation Loan; (iii) the Aggregate Loan Principal Balance will exceed 90.0% of the sum of the Purchase Prices with respect to all Financed Properties in the aggregate; (iv) the Aggregate Loan Principal Balance will exceed 69.58% of the sum of the BPO Values with respect to all Financed Properties in the aggregate; (v) the aggregate Debt Yield determined as of the proposed Borrowing Date with respect to all Financed Properties in the aggregate will be less than 5.75%; (vi) the aggregate Debt Service Coverage Ratio determined as of the proposed Borrowing Date with respect to all Financed Properties in the aggregate will be less than 1.35:1.00; (vii) the principal amount of the requested Additional Renovation Loan relating to a Pending Additional Renovation Advance Property, collectively with the initial principal amount of the Renovation Loan with respect to such Pending Additional Renovation Advance Property, will exceed 90.0% of the Actual Renovation Expenses for such Pending Additional Renovation Advance Property; or (viii) the aggregate principal amount of the requested Additional Renovation Loan relating to all such Pending Additional Renovation Advance Properties on such date will exceed 100% of the aggregate amount of the Renovation Reserves previously established (and released upon making of a Renovation Loan) with respect to such Pending Additional Renovation Advance Properties; it being understood that any prior Renovation Loans in respect of the related Pending Additional Renovation Advance Properties will not reduce the amount of any such Additional Renovation Loan. (d) Subject to the foregoing and to the limitations set forth in Section 2.05, the Borrowers may borrow, prepay and reborrow the Loans hereunder. (e) Each Borrowing shall consist of Loans made on the same day by each of the Lenders ratably according to their respective Lender Percentages. Each Lender represents and warrants that either (i) no portion of the Loan attributable to such Lender is or shall be funded with the “plan assets” of (A) any “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or (B) any employee benefit plan or plan that is subject to any law, rule or regulation substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Other Plan Law”); or (ii) the Loan and the transactions contemplated by the Loan Documents will not constitute or result in a minimum non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Other Plan Law. (f) The Calculation Agent shall maintain a record or records evidencing the indebtedness of the Borrowers to the Lenders resulting from each Loan made by the Lenders from time to time, including the outstanding principal balance of such Loans and the amount of $100,000 or an integral multiple Interest payable and paid to such Lender from time to time hereunder. The entries made in such records of $100,000 above such amount. Subject to Section 3.08, each Borrowing the Calculation Agent shall be comprised entirely prima facie evidence of Prime Rate the existence and amounts of the obligations recorded therein; provided, however, that the failure of the Calculation Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans or LIBOR Loansin accordance with the terms of this Agreement; provided, as further, that in the Borrower event of any inconsistency between such records and the Register, the Register shall control. (g) On the last Business Day of the Availability Period, the Commitments of the Lenders will terminate automatically without any action required on the part of any Person. The Aggregate Loan Principal Balance, together with all other Obligations, shall mature and be due and payable in full in cash on the Maturity Date. (h) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender one or more promissory notes in accordance herewith. The Borrower may borrow under any denominations specified by such Lender (in an aggregate maximum principal amount not to exceed the CommitmentTotal Exposure of such Lender) payable to the order of such Lender (or, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimitif requested by such Lender, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the to such Lender irrevocable written notice and its registered and permitted assigns) substantially in the form of Exhibit A hereto T (which notice must be received by a “Note”). In no event shall either the Lender prior Paying Agent or the Calculation Agent have any obligation to 12:00 p.m., California time) (1) in the case maintain a register of Prime Rate Loans, on holders of any such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the LenderNotes, or as to register or otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowermonitor transfers thereof.

Loans. Each borrowing (a) Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars and one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the aggregate Revolving Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (b) On the Closing Date, each Existing Term Lender made available to one of the Borrowers a “Borrowing”) shall be term loan in a minimum Dollars in an aggregate principal amount equal to the Existing Term Loan Commitments. As of the Fourth Amendment Effective Date, the outstanding principal amount of such Loan equals ONE BILLION FIVE HUNDRED THIRTY-EIGHT MILLION, FIVE HUNDRED EIGHTY-SIX THOUSAND NINE HUNDRED DOLLARS ($100,000 or an integral multiple of $100,000 above such amount1,538,586,900.00) (the “Existing Term Loan”). Subject to Section 3.082.02(f), each Borrowing shall Existing Term Lender agrees to make a portion of any increase in the aggregate Existing Term Loan Commitments available to one of the Borrowers on the effective date of any such increase pursuant to Section 2.02(f). Amounts repaid on the Existing Term Loan may not be comprised entirely reborrowed. The Existing Term Loan may consist of Prime Base Rate Loans or LIBOR Eurocurrency Rate Loans, or a combination thereof, as further provided herein. (c) Subject to Section 2.02(f), on the effective date of any Incremental Term Loan Lender Joinder Agreement, each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make its portion of a term loan (each, an “Incremental Term Loan”) in a single advance to the applicable Borrower in the amount of its respective Incremental Term Loan Commitment for such Incremental Term Loan as set forth in the applicable Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the Outstanding Amount of such Incremental Term Loans shall not exceed the aggregate amount of the Incremental Term Loan Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of the applicable Incremental Term Lenders. Each Incremental Term Loan prepaid or repaid may not be reborrowed. Each Incremental Term Loan may be Base Rate Loans or Eurocurrency Rate Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided.

Loans. (a) Subject to and upon the terms and conditions set forth in the Amendment, each Lender having an “Initial Term Loan Commitment” severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in Dollars, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the FourthFifth Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (i) Subject to and upon the terms and conditions set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, a “Tranche B Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full. (ii) Subject to and upon the terms and conditions set forth herein and in the Fourth Amendment, each Tranche B-1 Term Lender severally agrees to make a loan or loans (each, a “Tranche B-1 Term Loan”) to the Borrower, which (i) shall not exceed, for any such Lender, the Tranche B-1 Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B-1 Term Loan Commitment, (iii) shall be made on the Fourth Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Tranche B Term Loans for Tranche B-1 Term Loans (in each case only to the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B-1 Term Lender), (v) shall be denominated in Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Tranche B-1 Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B-1 Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B-1 Term Loan Maturity Date, all outstanding Tranche B-1 Term Loans shall be repaid in full. (d) Each borrowing Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.01 2.10 shall apply). (e) Subject to and upon the terms and conditions herein set forth, each Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the FourthFifth Amendment Effective Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(f), (C) shall not exceed at any time outstanding the Swingline Commitment of such Swingline Lender, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in (x) the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect or (y) the amount of any Swingline Lender’s Revolving Credit Exposure exceeding its respective Revolving Credit Commitment then in effect, and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. No Swingline Lender shall make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (f) Any Swingline Lender (x) may in its sole discretion on any Business Day prior to the tenth Business Day after the date of extension of any Swingline Loan and (y) shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above made on the immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such amount. Subject to Section 3.08Lender’s Revolving Credit Commitment Percentage, each Borrowing and the proceeds thereof shall be comprised entirely of Prime Rate applied directly to such Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR upon one Business Day), provided that the Borrower shall give the Lender irrevocable written ’s notice substantially pursuant to each Mandatory Borrowing in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) amount and in the case of Prime Rate Loans, on such requested Borrowing date, and (2) manner specified in the case of LIBOR Loans, two preceding sentence and on the date specified to it in writing by such Swingline Lender notwithstanding (2i) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) that the amount of the proposed BorrowingMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (Bii) whether any conditions specified in Section 7.1 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the requested date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the applicable Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from such Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of such Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase. (g) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (h) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the Borrowing, (C) whether delivery thereof; provided that no such Borrowing is termination shall become effective until and unless any outstanding Swingline Loans of such Swingline Lender shall have been reduced to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, zero. Notwithstanding the effectiveness of any such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loantermination, the length of terminated Swingline Lender shall remain a party hereto and shall continue to have all the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice rights of a particular Borrowing Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur make any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borroweradditional Swingline Loans.

Loans. Each borrowing under this Section 2.01 (a) Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “BorrowingRevolving Loan”) shall be to either Borrower, in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject Dollars, from time to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimittime, on any Business Day (or for LIBOR during the 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, any LIBOR Business Day)prepay under Section 2.04, provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must and reborrow under this Section 2.01. Revolving Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, Revolving Borrowings made on such requested Borrowing date, and the Closing Date or any of the three (23) in Business Days following the case of LIBOR Loans, two Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a Funding Indemnity Letter not less than three (23) LIBOR Business Days prior to the requested Borrowing datedate of such Revolving Borrowing. (b) Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “Reducing Revolving Loan”) to either Borrower, in each case specifying (A) Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the proposed BorrowingReducing 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 Closing Date or any of the three (B3) Business Days following the requested Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of the such Reducing Revolving Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan to the US Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be in a minimum funded at 99.50% of the principal amount thereof, and notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of $100,000 interest and the repayment of interest and the repayment or an integral multiple prepayment of $100,000 above such amount. Subject to Section 3.08principal, each Borrowing shall be comprised entirely based on 100% of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face stated principal amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Daythereof), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2ii) in from and after the case making of LIBOR Loansthe Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowingeach Additional Term Loan shall be a “First Lien Term Loan”, a “Term Loan” and a “Loan”, (B) the requested date of the Borrowing, (C) whether such Borrowing is each person that holds Additional Term Loans from time to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing time shall be a Prime Rate Loan“First Lien Term Loan Lender”, a “Term Loan Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement (as amended hereby) and (D) if such Borrowing is a LIBOR Loanthe other Loan Documents. Without limiting the foregoing, the length US Borrower hereby unconditionally promises to repay the First Lien Term Loans (including the Additional Term Loans) in accordance with the schedule of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions installment payments set forth in Article IVSection 2.3 of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the Credit Agreement). Amounts borrowed as Additional Term Loans and subsequently repaid may not be reborrowed. (b) The proceeds of the Additional Term Loans will be used, the Lender will make available together with the proceeds of all such Loans new second lien term loans (the “Incremental Second Lien Term Loans”) incurred on the date hereof pursuant to the Borrower by crediting Incremental Assumption Agreement and Amendment No. 1 to the account Second Lien Credit Agreement, dated as of the Borrower date hereof (the “Second Lien Amendment”), and cash on hand, (i) to fund the books of the LenderSpecial Distribution, or as otherwise directed (ii) to prepay certain outstanding Revolving Credit Loans and (iii) to pay fees, costs and expenses incurred by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the US Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given connection with transactions contemplated by a Person duly authorized to borrow on behalf of the Borrowerthis Amendment.

Loans. Each borrowing under Subject to the terms and conditions set forth herein, (a) all Existing Revolving Credit Loans shall be continued as Revolving Credit Loans governed by this Agreement reallocated to each Lender party hereto in accordance with Section 2.01 10.20 and (b) each Revolving Credit Lender severally agrees to make loans (each such loan, a “BorrowingRevolving Credit Loan”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimitfrom time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (or for LIBOR i) the Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (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 Foreign Currency Fronting Loans shall not exceed such Lender’s Revolving Credit Commitment, and (iii) the Outstanding Amount of all Foreign Currency Fronting Loans, any LIBOR Business Dayplus the Outstanding Amount of all Revolving 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 Eurodollar 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), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Loans may be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Base Rate Loans or Eurodollar Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerfurther provided herein.

Loans. Each borrowing (a) Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving A Loan”) to the Borrowers in Dollars and one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Xxxxxx’s Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Revolving A Exposure of any Lender shall not exceed such Xxxxxx’s Revolving A Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments. Within the limits of each Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving A Loans may be Base Rate Loans, LIBOR RateTerm SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, or a combination thereof, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Revolving B Lender severally agrees to make loans (each such loan, a “BorrowingRevolving B Loan”) shall be to the Borrowers in a minimum Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of $100,000 or an integral multiple such Xxxxxx’s Revolving B Commitment; provided, however, that after giving effect to any Borrowing of $100,000 above Revolving B Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Revolving B Exposure of any Lender shall not exceed such amountLender’s Revolving B Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans made to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit and (iv) the Total Revolving B Outstandings shall not exceed the Aggregate Revolving B Commitments. Subject Within the limits of each Lender’s Revolving B Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 3.082.01, each Borrowing shall prepay under Section 2.05, and reborrow under this Section 2.01. Revolving B Loans may be comprised entirely of Prime Base Rate Loans or LIBOR RateTerm SOFR Loans, or a combination thereof, as further provided herein. (c) Subject to the Borrower terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Initial Term Loan”) to the Company in Dollars on the Second Amendment Effective Date in an amount not to exceed such Lender’s Initial Term Loan Commitment by (i) continuing some or all of its portion of the Initial Term Loan (as defined in this Agreement immediately prior to giving effect to the Second Amendment) outstanding immediately prior to the Second Amendment Effective Date, (ii) exchanging some or all of its portion of the Incremental Term A-1 Loan (as defined in the Incremental Term Loan and Increase Agreement (as defined in this Agreement immediately prior to giving effect to the Second Amendment)) outstanding immediately prior to the Second Amendment Effective Date, and/or (iii) advancing additional borrowings of the Initial Term Loan on the Second Amendment Effective Date. Amounts repaid on the Initial Term Loan may request in accordance herewithnot be reborrowed. The Initial Term Loan may consist of Base Rate Loans or LIBOR RateTerm SOFR Loans, or a combination thereof, as further provided herein. CHAR1\0000000x0 (d) Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Initial Term A-2 Loan”) to the Canadian Borrower in Canadian Dollars on the Second Amendment Effective Date in an amount not to exceed such Xxxxxx’s Initial Term A-2 Loan Commitment by (i) continuing some or all of its portion of the Incremental Term A-2 Loan (as defined in this Agreement immediately prior to giving effect to the Second Amendment) outstanding immediately prior to the Second Amendment Effective Date, and/or (ii) advancing additional borrowings of the Initial Term A-2 Loan on the Second Amendment Effective Date. Amounts repaid on the Initial Term A-2 Loan may borrow under not be reborrowed. The Initial Term A-2 Loan may consist of Canadian Prime Rate Loans and/or Alternative Currency Term Rate Loans in Canadian Dollars, or a combination thereof, as further provided herein. (e) Subject to the Commitmentterms and conditions set forth herein, less each Term A-3 Lender severally agrees to make its portion of the aggregate face amount of Letters of Credit issued under Term A-3 Loan to the Letter of Credit Sublimit, Company in Dollars in one (1) advance on any Business Day (during the Term A-3 Loan Availability Period in an aggregate amount not to exceed such Term A-3 Lender’s Term A-3 Loan Commitment. The Borrowing of the Term A-3 Loan shall consist of each portion of the Term A-3 Loan made simultaneously by the Term A-3 Lenders in accordance with their respective Term A-3 Loan Commitments. Amounts repaid on the Term A-3 Loan may not be reborrowed. The Term A-3 Loan may consist of Base Rate Loans or for LIBOR Term SOFR Loans, or a combination thereof, as further provided herein. (f) Subject to Section 2.18, on the effective date of any LIBOR Business Day)Incremental Term Loan Lender Joinder Agreement, provided that each Incremental Term Lender party to such Incremental Term Loan Lender Joinder Agreement severally agrees to make its portion of a term loan (each, an “Incremental Term Loan”) in a single advance to the applicable Borrower shall give the Lender irrevocable written notice substantially in the form amount of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) its respective Incremental Term Loan Commitment for such Incremental Term Loan as set forth in the case applicable Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, the Outstanding Amount of such Incremental Term Loans shall not exceed the aggregate amount of the Incremental Term Loan Commitments set forth in the applicable Incremental Term Loan Lender Joinder Agreement of the applicable Incremental Term Lenders. Each Incremental Term Loan prepaid or repaid may not be reborrowed. Each Incremental Term Loan may be Base Rate Loans, Canadian Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR RateTerm SOFR Loans, two Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein. (2g) LIBOR Business Days prior The Company shall use commercially reasonable efforts to the requested Borrowing date, extent practicable to allocate Borrowings of Revolving Loans denominated in each case specifying (A) Dollars such that ratable percentages are outstanding on an approximate basis under the amount of Revolving A Commitments and the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerRevolving B Commitments.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”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 accordance with Section 11.19 and (ii) each Revolving Credit Lender severally agrees to make loans (each such loan, a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject "Revolving Credit Loan") to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit SublimitDollars or in one or more Foreign Currencies from time to time, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that during the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing dateAvailability Period, in each case specifying an aggregate amount not to exceed at any time outstanding the amount of such Revolving Credit Lender's Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (A) the amount of Revolving Credit Outstandings shall not exceed the proposed BorrowingRevolving Credit Facility, (B) the requested date aggregate Outstanding Amount of the BorrowingRevolving 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 such Revolving Credit Lender's Revolving Credit Commitment, and (C) whether such Borrowing is the Outstanding Amount of all Foreign Currency Fronting Loans, plus the Outstanding Amount of all Revolving 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 be a Prime Rate Loan or a LIBOR Loan (the other terms and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loanconditions hereof, the length of 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 Interest Period therefor. Upon satisfaction or waiver of the applicable terms and conditions set forth in Article IVherein, the each Term Loan Lender will severally agrees to make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice a portion of a particular Borrowing shall not relieve term loan (the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability "Term Loan") to the Borrower in acting upon any notice Dollars on the Closing Date in an amount of Borrowing which such Term Loan Lender's Term Loan Commitment. Amounts repaid or prepaid on the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, that the funding of the BorrowerTerm Loan on the Closing Date shall be made as a Base Rate Loan.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, terms and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVthis Agreement, the Lender will make available the proceeds of all such Loans agrees to lend to the Borrower by crediting funds in an aggregate principal amount not to exceed the account aggregate Commitments as follows: (a) on the Tranche One Funding Date, subject to satisfaction of the Tranche One Milestone, the entire amount of its Tranche One Commitment, after which the Tranche One Commitment shall terminate in full; provided that the Tranche One Funding Date shall occur no later than November 25, 2015; provided, further, that if (i) the Tranche One Milestone has occurred and (ii) the Borrower has failed to deliver the Borrowing Request for the Tranche One Loan in accordance with Section 4.2.1 no later than five Business Days after the date that the Tranche One Milestone Notice was or should have been delivered pursuant to Section 6.9 (such fifth Business Day, the “Tranche One Loan Request Date”), then the Borrower shall automatically be deemed to have requested a borrowing of the entire amount of the Tranche One Commitment on the books tenth Business Day after the Tranche One Loan Request Date and, subject to the satisfaction of the Lenderconditions set forth in Section 4.2, or as otherwise directed by such loan will be funded. (b) on the Borrower. The Lender’s failure Tranche Two Funding Date, subject to receive any written notice satisfaction of a particular Borrowing the Tranche Two Milestone, the entire amount of its Tranche Two Commitment, after which the Tranche Two Commitment shall not relieve terminate in full; provided that the Tranche Two Funding Date shall occur no later than July 26, 2017; provided, further, that if (i) the Tranche Two Milestone has occurred and (ii) the Borrower of its obligations has failed to repay deliver the Borrowing made and Request for the Tranche Two Loan in accordance with Section 4.3.1 no later than five Business Days after the date that the Tranche Two Milestone Notice was or should have been delivered pursuant to pay interest thereon. The Lender Section 6.10 (such fifth Business Day, the “Tranche Two Loan Request Date”), then the Borrower shall not incur any liability automatically be deemed to have requested a borrowing of the entire amount of the Tranche Two Commitment on the tenth Business Day after the Tranche Two Loan Request Date and, subject to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf satisfaction of the Borrowerconditions set forth in Section 4.3, such loan will be funded.

Loans. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make (or (i) in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make and (ii) in the case of any Rollover Lender (as defined in the Second Incremental Agreement) on the Second Incremental Agreement Effective Date, be deemed to make) a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, on the Closing Date and, (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, on the First Incremental Agreement Effective Date, and (z) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (c) of the definition of Initial Term Loan Commitments, on the Second Incremental Agreement Effective Date, (iv) shall be denominated in Dollars, (v) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each borrowing Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.01 2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above made on the same Business Day by all Revolving Credit Lenders pro rata based on each such amount. Subject to Section 3.08Lender’s Revolving Credit Commitment Percentage, each Borrowing and the proceeds thereof shall be comprised entirely of Prime Rate applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any upon same Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written Days’ notice substantially pursuant to each Mandatory Borrowing in the form of Exhibit A hereto (which notice must be received amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender prior to 12:00 p.m., California timenotwithstanding (i) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) that the amount of the proposed BorrowingMandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (Bii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the requested date of such Mandatory Borrowing or (v) any reduction in the BorrowingTotal Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (Cincluding as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing participation of the outstanding Swingline Loans as shall be a Prime Rate Loan) necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and (D) if interest payable on such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Swingline Loans to the Borrower by crediting shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower on may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the books of Administrative Agent and the LenderBorrower, or as otherwise directed executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. The Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s failure acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to receive zero. Notwithstanding the effectiveness of any written notice such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a particular Borrowing Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur make any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borroweradditional Swingline Loans.

Loans. Each borrowing under (a) Subject to the terms and conditions of this Section 2.01 Agreement, each Lender, severally but not jointly, hereby agrees, on the terms and subject to the conditions of this Agreement, to make Revolving Credit Loans and Credit Period Term Loans to the Borrower on any Business Day during the period (a “Borrowing”the "CREDIT PERIOD") from the date of the Original Loan Agreement to and including the Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender's Commitment. Such Loans shall be in made by the Lenders on a minimum PRO RATA basis, calculated for each Lender based on its Commitment Percentage; PROVIDED, HOWEVER, that no Loan will be made hereunder if, after giving effect thereto and to all other Loans being made concurrently therewith, the aggregate outstanding principal amount of $100,000 all Loans would exceed the Commitment and in the case of such Loans based upon Operating Leases or an integral multiple Eligible Rental Contracts, the Sub-limit. (b) Subject to the terms and conditions of $100,000 above such amountthis Agreement, the Borrower may borrow, repay and reborrow amounts in respect of the Revolving Credit Loans available under the Commitment during the Credit Period by means of Prime Rate Loans. Amounts repaid on or after the Commitment Termination Date may not be reborrowed. Subject to Section 3.08the terms and conditions hereof, each Borrowing shall be comprised entirely the Borrower may borrow amounts in respect of Term Loans by means of Prime Rate Loans and Libor Term Loans and repay amounts in respect of such Loans. (c) The Borrower shall pay to the Agent for the benefit of the Lenders the principal amount outstanding of each Credit Period Term Loan in consecutive equal monthly installments equal in number to the weighted average remaining number of monthly payments due under the Eligible Leases or LIBOR LoansEligible Rental Contracts relating to such Loan without giving effect to amounts due and payable more than 48 months after the commencement date of such Eligible Leases and Eligible Rental Contracts, as specified in the Borrowing Computations with respect thereto, with a payment being due on the first Business Day of each calendar month following the applicable Borrowing Date; provided, however, that all principal and interest on all credit Period Term Loans shall be paid in full on the fourth anniversary of the Commitment Termination Date. (d) On the Commitment Termination Date (which date shall also be referred to as the "TERM PERIOD COMMENCEMENT Date"), each of the Revolving Credit Loans shall either be paid or, provided (i) no Event of Default or Default shall have occurred and be continuing and (ii) the Borrower may request shall have delivered to each Lender a duly completed and executed Conversion Term Note, in accordance herewith. The Borrower may borrow under form and substance satisfactory to the CommitmentAgent, less be converted to Conversion Term Loans the aggregate face principal amount of Letters of Credit issued under which shall be payable by the Letter of Credit SublimitBorrower to the Agent in consecutive monthly installments, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the last installment shall be in an amount sufficient to pay the entire outstanding amount of such Loan) equal in number to the weighted average remaining number of monthly payments under the Eligible Leases or Eligible Rental Contracts relating to such Loans without giving effect to amounts due and payable more than 48 months after the commencement date of such Eligible Leases and Eligible Rental Contracts, as specified in the Borrowing Computations with respect thereto, with a payment being due on the first Business Day of each calendar month following the Commitment Termination Date; PROVIDED, HOWEVER, that on the fourth anniversary of the Commitment Termination Date the then outstanding principal and interest of all Conversion Term Loans shall be paid in full. (e) The Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m.permitted, California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days at any time prior to the requested Borrowing dateCommitment Termination Date, in each case specifying (A) to reduce the amount of the proposed BorrowingCommitment to an amount not less than the aggregate principal amount of the Loans then outstanding upon not less than five (5) Business Days' prior written notice to the Agent, provided that such reduction shall be in integral increments of one million dollars (B$1,000,000) and that any such notice shall be accompanied by payment of all accrued and unpaid fees through the requested effective date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerreduction.

Loans. (a) Each borrowing under this Section 2.01 Loan (a “Borrowing”other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in a minimum accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans made pursuant to Section 2.22(e), the Loans comprising any Borrowing shall be in an aggregate principal amount of $100,000 or that is (i) (except with respect to any Incremental Term Loan, to the extent otherwise provided in the related Incremental Assumption Agreement) an integral multiple of $100,000 above 500,000 (determined separately under the Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments) or (ii) equal to the remaining available balance of the applicable Commitment. For purposes of this paragraph (a), a Revolving Credit Borrowing (other than an ABR Revolving Credit Borrowing the proceeds of which are used to refinance an L/C Disbursement pursuant to Section 2.22(e) or a Swingline Loan, which shall be made only by the Tranche A Revolving Credit Lenders in accordance with their Tranche A Pro Rata Percentages) shall consist of Tranche A Revolving Loans and Tranche B Revolving Loans made by the Tranche A Revolving Credit Lenders and Tranche B Revolving Credit Lenders, respectively, in accordance with their respective Revolving Credit Commitments; provided that to the extent such amount. pro rata allocation would result in the aggregate Revolving Credit Exposure of one Class of Revolving Credit Commitments exceeding the total Revolving Credit Commitments of that Class, then the amount of such excess shall be made by the Revolving Credit Lenders of the other Class pro rata in accordance with their respective Revolving Credit Commitments to the extent such Loans may be made without the aggregate Revolving Credit Exposure of such other Class exceeding the total Revolving Credit Commitments of such Class. (b) Subject to Section 3.08Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of Prime Rate ABR Loans or LIBOR Loans, Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option 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 herewithwith the terms of this Agreement. The Borrower Borrowings of more than one Type may borrow under be outstanding at the Commitmentsame time; provided, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimithowever, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans made pursuant to Section 2.22(e), each Lender irrevocable written notice substantially shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m. (New York City time), and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the form of Exhibit A hereto applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (which d) Unless the Administrative Agent shall have received notice must be received by the from a Lender prior to 12:00 p.m.the date of any Revolving Credit Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Revolving Credit Borrowing, California timethe Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Credit Borrowing in accordance with paragraph (c) of this Section and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (1i) in the case of Prime Rate Loansthe Borrower, on a rate per annum equal to the interest rate applicable at the time to the Loans comprising such requested Revolving Credit Borrowing date, and (2ii) in the case of LIBOR Loanssuch Lender, two a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (2) LIBOR Business Days prior which determination shall be conclusive absent manifest error). If such Lender shall repay to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether Administrative Agent such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicatedcorresponding amount, such amount shall constitute such Lender’s Loan as part of such Revolving Credit Borrowing shall be a Prime Rate Loanfor purposes of this Agreement. (e) and (D) if such Borrowing is a LIBOR LoanNotwithstanding any other provision of this Agreement, the length of Borrower shall not be entitled to request any Revolving Credit Borrowing if the Interest Period therefor. Upon satisfaction or waiver of requested with respect thereto would end after the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerMaturity Date.

Loans. (a) Subject to the provisions of this Agreement, each Lender agrees to make available its Pro Rata Share of Acquisition Advances to Borrower under the Acquisition Facility from time to time during the Acquisition Term; provided, that the Pro Rata Share of the Acquisition Advances of any Lender shall not at any time exceed its separate Commitment under the Acquisition Facility. The obligations of Lenders hereunder shall be several, and not joint or joint and several, up to the amount of the Commitments under the Acquisition Facility. The Acquisition Facility is not a revolving credit facility and may not be drawn, repaid and redrawn. Any repayments of principal on the Acquisition Advances or the Acquisition Term Loan shall be applied to permanently reduce Acquisition Advances and the Acquisition Term Loan, as the case may be. Each borrowing under this Section 2.01 (a “Borrowing”) Acquisition Advance shall be in a minimum an amount of at least One Million Dollars ($100,000 or an integral multiple of $100,000 above such amount1,000,000). Subject to Section 3.08the provisions of this Agreement, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request Acquisition Advances up to and including, the Acquisition Facility Cap then in effect. Borrower may not at any time increase, reduce or otherwise adjust the Acquisition Facility Cap. (b) The Loan Parties hereby agree and acknowledge that the Acquisition Advances outstanding on the Acquisition Conversion Date shall be automatically converted into an amortizing term loan (the "Acquisition Term Loan") on the Acquisition Conversion Date and continuing to be secured by the Collateral (and not contractually subordinated to any other Indebtedness of any Loan Party), which shall be repaid by Borrower in accordance herewithwith the terms of this Agreement. The For purposes of this Agreement and the other Loan Documents, all references to "Acquisition Advances" shall include, and be deemed to refer to, the principal amount of the Acquisition Term Loan from and after the Acquisition Conversion Date. (c) So long as no Default or Event of Default shall have occurred and be continuing, Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender Agent irrevocable written notice substantially in the form of Exhibit A hereto requesting an Acquisition Advance by delivering to Agent not later than 12:00 noon (which notice must be received by the Lender prior to 12:00 p.m., California New York City time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, at least two (2) LIBOR but not more than four (4) Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of before the proposed Borrowing, (B) the Business Day on which such requested date of the Borrowing, (C) whether such Borrowing Acquisition Advance is to be made (the "Borrowing Date"), and a Prime Rate Loan or a LIBOR Loan completed Borrowing Certificate requesting such Acquisition Advance accompanied by relevant supporting documentation satisfactory to Agent in its sole discretion, which shall (and if no election is indicateda) specify the proposed Borrowing Date of such Acquisition Advance, (b) specify the principal amount of such Borrowing shall be a Prime Rate Loan) requested Acquisition Advance, and (Dc) if such Borrowing is a LIBOR Loancertify that the matters contained in subsection 4.2 have been satisfied, and to the length extent applicable, provide calculations evidencing satisfaction of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowersubsection 4.

Loans. Each borrowing under (a) On the terms and subject to the conditions of this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08Agreement, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day Xxxxxx agrees: (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit i) to make Tranche A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Term Loans to the Borrower by crediting in a principal amount equal to such Xxxxxx’s Tranche A Commitment on the account Second Amendment Effective Date, it being understood and agreed that the Tranche A Term Loans shall be funded on a cashless basis pursuant to the exchange set forth in Section 3 of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure Second Amendment; (ii) to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability make Tranche B Term Loans to the Borrower from time to time, in acting upon any notice one or more installments, in a principal amount not exceeding such Lender’s Tranche B Commitment, of Borrowing which (w) $3,020,022.95 shall be deemed made by the Lender believes Lenders on the Second Amendment Effective Date pursuant to the exchange set forth in good faith to have been given by a Person duly authorized to borrow on behalf Section 3 of the BorrowerSecond Amendment, (x) $1,875,000.00 shall be funded by the Tranche B Specified Lenders as new money Tranche B Term Loans on the Second Amendment Effective Date ratably as among the Tranche B Specified Lenders based on their respective initial Tranche B Commitments, (y) $2,625,000 shall be funded by each Lender with a Tranche B Commitment that is not a Tranche B Specified Lender, as new money Tranche B Term Loans, on the Second Amendment Effective Date ratably as among such Lenders based on their respective initial Tranche B Commitments, and (z) the remainder shall be funded as new money Tranche B Term Loans on any Applicable Funding Date after the Second Amendment Effective Date and prior to December 31, 2023 ratably as among all Lenders with a Tranche B Commitment based on their outstanding Tranche B Commitments immediately prior to such funding. (b) No amounts paid or prepaid with respect to any Loan may be re-borrowed. (c) Any term or provision hereof (or of any other Loan Document) to the contrary notwithstanding, Loans made to the Borrower will be denominated solely in Dollars and will be repayable solely in Dollars and no other currency.

Loans. (a) Each borrowing under this Section 2.01 (a “Borrowing”i) EachTranche A Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Tranche A Revolving Loans made by the Tranche A Revolving Lenders in accordance with their Pro Rata Percentage of the Tranche A Revolving Commitments, and (ii) eachTranche B Revolving Loan shall be made as part of a minimum Borrowing consisting of Tranche B Revolving Loans made by the Tranche B Revolving Lenders in accordance with their Pro Rata Percentage of the Tranche B Revolving Commitments and (iii) Delayed Draw Term Loan shall be made as part of a Borrowing consisting of Delayed Draw Term Loans in an amount equal to the Delayed Draw Term Loan Advance Amount applicable thereto and shall be made by the Delayed Draw Term Lenders in accordance with their Pro Rata Percentage of $100,000 or the Delayed Draw Term Loan Commitments and each such Borrowing shall consist of a separate Tranche of Loans made hereunder; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans and Base Rate Loans) comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $100,000 above the Borrowing Multiple and not less than the Borrowing Minimum or (ii) equal to the remaining available balance of the applicable Commitments. The Tranche B Revolving Loans shall be fully funded in a single drawing on the First Amendment Effective Date. The Tranche B Revolving Loans shall be repaid in accordance with Section 2.04(a)(II) and may be prepaid in accordance with Section 2.09(a). Once the Tranche B Revolving Loans have been funded on the First Amendment Effective Date, they may not be reborrowed. Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such amount. Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender of its Commitment to make any such Loan to the extent not so made by such branch or Affiliate. (b) Subject to Section 3.083.01, (i) each Borrowing of Tranche A Revolving Loans, (x) if made to U.S. Borrowers, shall be made as either U.S. Base Rate Loans or Eurocurrency Rate Loans denominated in U.S. Dollars or (y) if made to Canadian Borrowers, shall be made as B/A Equivalent Loans in Canadian Dollars, (ii) each Borrowing of Tranche B Revolving Loans shall be made to the U.S. Borrowers only and shall be made as either (x) U.S. Base Rate Loans or (y) Eurocurrency Rate Loans denominated in U.S. Dollars, (iii) each Delayed Draw Term Loan shall be made to the U.S. Parent Borrower only and shall be made as either (x) U.S. Base Rate Loans or (y) Eurocurrency Rate Loans denominated in U.S. Dollars, (iiiiv) each Borrowing of Loans denominated in Dollars shall be comprised entirely of Prime Base Rate Loans or LIBOR Eurocurrency Rate Loans, (ivv) each Borrowing of Tranche A Revolving Loans denominated in Canadian Dollars shall be comprised entirely of B/A Equivalent Loans, (vvi) each Borrowing of Tranche A Revolving Loans denominated in Euro, Pounds Sterling and Swiss Francs shall be comprised entirely of European Base Rate Loans or Eurocurrency Rate Loans and (vii) each Borrowing of Tranche A Revolving Loans denominated in other Alternative Currencies shall be comprised entirely of B/A Equivalent Loans, European Base Rate Loans or Eurocurrency Rate Loans, in each case as the Relevant Borrower may request pursuant to Section 2.03. Each applicable Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to fund on such Lender's behalf; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan to each applicable Lender in accordance herewithwith the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. The Borrower Borrowings of more than one Type may borrow under be outstanding at the Commitmentsame time; provided, less further, that the aggregate face amount Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than twenty Borrowings of Letters Eurocurrency Rate Loans or ten Borrowings of Credit issued under B/A Equivalent Loans outstanding hereunder at any one time (which number of Borrowings of Eurocurrency Rate Loans and/or B/A Equivalent Loans may be increased or adjusted by agreement between the Letter Company and the Administrative Agent in connection with any Extended Revolving Loans/Extended Revolving Commitments). For purposes of Credit Sublimitthe foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on any Business Day the same date, shall be considered separate Borrowings. (or for LIBOR Loans, any LIBOR Business Dayc) Except with respect to Loans made pursuant to Section 2.02(f), provided that each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds as the Administrative Agent may designate not later than 2:00 p.m., Local Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Relevant Borrower shall give the Lender irrevocable written notice substantially in the form applicable Notice of Exhibit A hereto Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders. (which d) Unless the Administrative Agent shall have received notice must be received by the from a Lender prior to 12:00 p.m.the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, California timethe Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (1i) in the case of Prime Rate Loansa Borrower, on as applicable, the interest rate applicable at the time to the Loans comprising such requested Borrowing date, and (2ii) in the case of LIBOR Loanssuch Lender, two for the first such day, the Federal Funds Rate (2for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) LIBOR or a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for Borrowings denominated in Dollars) and the Bank of Canada Overnight Rate (for Canadian Dollars), or the European Base Rate (for other Alternative Currencies). (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period or Contract Period requested with respect thereto would end after the applicable Maturity Date. (f) If an Issuing Bank shall not have received from the Relevant Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each applicable Tranche A Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof under the RevolvingTranche A FSubfacility. Each such Tranche A Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Tranche A Revolving Lender shall have received such notice later than 12:00 (noon), Local Time, on any day, not later than 11:00 a.m., Local Time, on the immediately following Business Days Day), an amount equal to such Lender's Pro Rata Percentage under the RevolvingTranche A FSubfacility of such LC Disbursement (it being understood that the Dollar Equivalent such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the applicable Tranche A Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the applicable Borrower pursuant to Section 2.13(e) prior to the requested Borrowing datetime that any Tranche A Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, in as their interests may appear. If any Tranche A Revolving Lender shall not have made its Pro Rata Percentage under the RevolvingTranche A FSubfacility of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Relevant Borrower, as applicable, severally agree to pay interest on such amount, for each case specifying (A) day from and including the date such amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is required to be a Prime Rate Loan or a LIBOR Loan paid in accordance with this paragraph (and if no election f) to but excluding the date such amount is indicatedpaid, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting Administrative Agent for the account of the Borrower on applicable Issuing Bank at (i) in the books case of the Relevant Borrower, a rate per annum equal to the interest rate applicable to Tranche A Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or as otherwise directed a rate determined by the Borrower. The Lender’s failure Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for LC Disbursements denominated in Dollars, the Bank of Canada Overnight Rate (for LC Disbursements denominated in Canadian Dollars) or the European Base Rate (for other Alternative Currencies). (g) Unless the Administrative Agent shall have received notice from the Borrowers prior to receive the time at which any written payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Banks, as the case may be, the amount due. (h) With respect to any payment that the Administrative Agent makes for the account of the Lenders or any Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the "Rescindable Amount"): (1) the Borrowers have not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (i) A notice of a particular Borrowing the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this Section 2.02 shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerbe conclusive, absent manifest error.

Loans. Each borrowing (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 2.01 1.1. (a “Borrowing”b) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable request each Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California each a "Notice of Revolving Credit Advance") given no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (1i) in the case any Notice of Prime Rate Loans, on such requested Borrowing dateRevolving Credit Advance believed by Lender to be genuine, and (2ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to the contrary. (c) The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (d) Borrower agrees that Lender, in making any Revolving Credit Advance or incurring any other Obligation hereunder, shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Borrower further agrees that Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified in Section 4.1(b). (e) Subject to the terms and conditions of this Agreement, Lender agrees to make the Term Loan to Borrower on the Closing Date in the case of LIBOR Loansoriginal principal amount specified in the Transaction Summary for the Term Loan. The Term Loan shall be evidenced by, two and be repayable in accordance with the terms of, the Term Note and this Agreement. (2f) LIBOR Business Days prior Notwithstanding anything to the requested Borrowing datecontrary contained in this Agreement, in each case specifying (A) the amount including Schedule C, Lender shall have no obligations to incur Letter of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting Credit Obligations for the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans, Term SOFR Loans or LIBOR Daily Simple SOFR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Term SOFR Loans, two three (23) LIBOR U.S. Government Securities Business Days prior to the requested Borrowing date, and (3) in the case of Daily Simple SOFR Loans, three (3) U.S. Government Securities Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan, a Term SOFR Loan or a LIBOR Daily Simple SOFR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Term SOFR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.

Loans. Each borrowing under (a) On the terms and subject to the conditions set forth in this Section 2.01 Agreement (a “Borrowing”) shall be including the conditions precedent set forth in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08Article Four), each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, from time to time on any Business Day during the Revolving Period, request that each Conduit Lender and Committed Lender make an advance (each such advance made by (i) a Class A Lender, a “Class A Loan”, and (ii) a Class B Lender, a “Class B Loan”) in the amount of each such Conduit Lender’s or for LIBOR Committed Lender’s Lender Percentage of the Principal Amount of the Loan requested (each, a “Lender Advance”), to the Borrower on a Funding Date; provided, that, solely with respect to the initial Class B Loans, any LIBOR Business Day)the Class B Lenders shall make the related Lender Advance on the Class B Initial Funding Date; provided further, provided that, notwithstanding the requirement above that the Borrower shall give the each request to a Lender irrevocable written notice substantially for a Lender Advance be in the form amount of Exhibit such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Credit Suisse Lender Group, the Credit Suisse Agent, as Agent for the Credit Suisse Lender Group, shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Credit Suisse Lender Group in its discretion; provided further, that, notwithstanding the requirement above that each request to a Lender for a Lender Advance be in the amount of such Lender’s Lender Percentage of the Principal Amount of the Loan requested, with respect to any such requests made to Lenders in the Atalaya Lender Group, the Agent for the Atalaya Lender Group shall have the right to reallocate the aggregate amount of such requests among the Lenders in the Atalaya Lender Group in its discretion. For purposes of clarity, unless at the time of any Lender Advance (x) the aggregate outstanding principal balance of the Class A hereto Loans is equal to the Class A Aggregate Commitment or (which notice must be received by y) the aggregate outstanding principal balance of the Class B Loans is equal to the Class B Aggregate Commitment, no Lender prior to Advance may consist of any one single class, except in connection with the initial Funding Date and the Class B Initial Funding Date. (b) No later than 12:00 p.m., California New York City time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the a proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR LoanFunding Date, the length of Borrower shall notify the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVAdministrative Agent, the Lender will make available Collateral Agent, the proceeds Agents and the Lenders of all such Loans proposed Funding Date and Loan by delivering to the Borrower by crediting Administrative Agent and the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of Agents (with a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability copy to the Borrower in acting upon any notice of Borrowing which Collateral Agent and the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrower.Paying Agent):

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, terms and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth herein and in Article IVthe Credit Agreement, the Lender will (i) each person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and not jointly, to make available the proceeds of all such Loans a New Loan to the Borrower by crediting the account of the Borrower on the books Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto and (ii) from and after the making of the New Loans on the Amendment Effective Date, each New Loan shall be a “Tranche B Term Loan” and a “Loan”, and each New Lender shall be a “Tranche B Term Loan Lender” and a “Lender”, or as otherwise directed under the Credit Agreement. The proceeds of the New Loans shall be used by the Borrower. The Lender’s failure Borrower solely to receive any written notice of a particular Borrowing shall not relieve make the Borrower of its obligations to repay the Borrowing made Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith. (b) On the Amendment Effective Date, the Borrower shall repay all Old Loans outstanding under the Credit Agreement, together with accrued and unpaid interest thereon, with the proceeds of the New Loans and cash on hand of the Borrower (the “Loan Repayment”). The Lender Upon the Borrower’s making of the Loan Repayment, each of the Lenders receiving such Loan Repayment, other than those lenders that are New Lenders, shall not incur any liability cease to be a party to the Borrower Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights thereunder or any rights to or interest in acting upon any notice Collateral; provided, however, that such Lenders shall continue to be entitled to the benefits (in accordance with the Credit Agreement) of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf Sections 2.10, 2.11, 5.4 and 13.5 of the BorrowerCredit Agreement as in effect immediately prior to the Amendment Effective Date; provided further, however, that the obligations of such Lenders pursuant to Section 12.7 of the Credit Agreement as in effect immediately prior to the Amendment Effective Date shall continue pursuant to the terms thereof.

Loans. (a) Each borrowing under Bank severally agrees, on and subject to the terms and conditions of this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject Agreement, to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as make loans to the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, Borrowers from time to time on any Business Day (or for LIBOR Loans, during the period from and including the initial Borrowing Date to but excluding the Reducing Revolving Credit Termination Date in an aggregate principal amount at any LIBOR Business Day), provided that one time outstanding up to but not exceeding the Borrower shall give the Lender irrevocable written notice substantially amount of such Bank's Reducing Revolving Credit Commitment as then in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior effect. Subject to the requested Borrowing dateterms and conditions of this Agreement, in each case specifying (A) during such period the Borrowers may borrow, repay and reborrow the amount of the proposed BorrowingReducing Revolving Credit Commitments. Loans made pursuant to this Subsection 2.1(a) are herein called "Reducing Revolving Credit Loans". (b) Each Bank severally agrees, (B) on and subject to the requested date terms and conditions of this Agreement and provided that the full principal amount of the Borrowingthen effective Reducing Revolving Credit Commitment is then outstanding, to make loans to the Borrowers from time to time on any Business Day during the period from and including the initial Borrowing Date to but excluding the Revolving Credit Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of such Bank's Revolving Credit Commitment as then in effect. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow, repay and reborrow the amount of the Revolving Credit Commitments. Loans made pursuant to this Subsection 2.1(b) are herein called "Revolving Credit Loans". (Cc) whether such The Loans made on each Borrowing is 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 Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate "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 (Dii) if such Borrowing is a LIBOR Loansubject to clause (i) above, the length Borrowers may Convert Loans of one type into Loans of the Interest Period therefor. Upon satisfaction other type or waiver Continue Loans of one type as Loans of the applicable conditions set forth in Article IVsame type, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerhereinafter provided.

Loans. (a) Each borrowing under this Section 2.01 (a “Borrowing”i) Tranche A Revolving Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Tranche A Revolving Loans made by the Tranche A Revolving Lenders in accordance with their Pro Rata Percentage of the Tranche A Revolving Commitments, (ii) Tranche B Revolving Loan shall be made as part of a minimum Borrowing consisting of Tranche B Revolving Loans made by the Tranche B Revolving Lenders in accordance with their Pro Rata Percentage of the Tranche B Revolving Commitments and (iii) Delayed Draw Term Loan shall be made as part of a Borrowing consisting of Delayed Draw Term Loans in an amount equal to the Delayed Draw Term Loan Advance Amount applicable thereto and shall be made by the Delayed Draw Term Lenders in accordance with their Pro Rata Percentage of $100,000 or the Delayed Draw Term Loan Commitments and each such Borrowing shall consist of a separate Tranche of Loans made hereunder; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans and Base Rate Loans) comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $100,000 above the Borrowing Multiple and not less than the Borrowing Minimum or (ii) equal to the remaining available balance of the applicable Commitments. The Tranche B Revolving Loans shall be fully funded in a single drawing on the First Amendment Effective Date. The Tranche B Revolving Loans shall be repaid in accordance with Section 2.04(a)(II) and may be prepaid in accordance with Section 2.09(a). Once the Tranche B Revolving Loans have been funded on the First Amendment Effective Date, they may not be reborrowed. Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such amount. Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender of its Commitment to make any such Loan to the extent not so made by such branch or Affiliate. (b) Subject to Section 3.083.01, (i) each Borrowing of Tranche A Revolving Loans, (x) if made to U.S. Borrowers, shall be made as either U.S. Base Rate Loans or Eurocurrency Rate Loans denominated in U.S. Dollars , European Base Rate Loans, Term SOFR Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans or (y) if made to Canadian Borrowers, shall be made as B/A Equivalent Loans in Canadian Dollars or, solely as provided in Section 2.08(e), U.S. Base Rate Loans, (ii) each Borrowing of Tranche B Revolving Loans shall be made to the U.S. Borrowers only and shall be made as either (x) U.S. Base Rate Loans or (y) Eurocurrency RateTerm SOFR Loans denominated in U.S. Dollars, (iii) each Delayed Draw Term Loan shall be made to the U.S. Parent Borrower only and shall be made as either (x) U.S. Base Rate Loans or (y) Eurocurrency RateTerm SOFR Loans denominated in U.S. Dollars, (iv) each Borrowing of Loans denominated in Dollars shall be comprised entirely of Prime Base Rate Loans or LIBOR Eurocurrency RateTerm SOFR Loans, (v) each Borrowing of Tranche A Revolving Loans denominated in Canadian Dollars shall be comprised entirely of B/A Equivalent Loans, (vi) each Borrowing of Tranche A Revolving Loans denominated in Euro, shall be comprised entirely of European Base Rate Loans or Alternative Currency Term Rate Loans, (vii) each Borrowing of Tranche A Revolving Loans denominated in Pounds Sterling and Swiss Francs shall be comprised entirely of European Base Rate Loans or EurocurrencyAlternative Currency Daily Rate Loans and (viii) each Borrowing of Tranche A Revolving Loans denominated in any other Alternative Currencies shall be comprised entirely of B/A Equivalent Loans, European Base Rate Loans or Eurocurrency, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans, in each case as the Relevant Borrower may request pursuant to Section 2.03. Each applicable Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to fund on such Lender's behalf; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan to each applicable Lender in accordance herewithwith the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. The Borrower Borrowings of more than one Type may borrow under be outstanding at the Commitmentsame time; provided, less further, that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in (x) more than twenty Borrowings of EurocurrencyTerm SOFR Loans, Alternative Currency Term Rate Loans xxxxx Alternative Currency Daily Rate Loans in the aggregate face amount or (y) more than ten Borrowings of Letters B/A Equivalent Loans outstanding hereunder at any one time (which number of Credit issued under the Letter Borrowings of Credit Sublimit, on any Business Day (or for LIBOR Eurocurrency RateTerm SOFR Loans, Alternative Currency Term Rate Loans, Alternative Currency Daily Rate Loans and/or B/A Equivalent Loans may be increased or adjusted by agreement between the Company and the Administrative Agent in connection with any LIBOR Business DayExtended Revolving Loans/Extended Revolving Commitments). For purposes of the foregoing, Borrowings having different Interest Periods or Contract Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Loans made pursuant to Section 2.02(f), provided that each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds as the Administrative Agent may designate not later than 2:00 p.m., Local Time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Relevant Borrower shall give the Lender irrevocable written notice substantially in the form applicable Notice of Exhibit A hereto Borrowing maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders. (which d) Unless the Administrative Agent shall have received notice must be received by the from a Lender prior to 12:00 p.m.the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, California timethe Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (1i) in the case of Prime Rate Loansa Borrower, on as applicable, the interest rate applicable at the time to the Loans comprising such requested Borrowing date, and (2ii) in the case of LIBOR Loanssuch Lender, two for the first such day, the Federal Funds Rate (2for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) LIBOR or a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for Borrowings denominated in Dollars) and the Bank of Canada Overnight Rate (for Canadian Dollars), or the European Base Rate (for other Alternative Currencies). (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period or Contract Period requested with respect thereto would end after the applicable Maturity Date. (f) If an Issuing Bank shall not have received from the Relevant Borrower the payment required to be made by Section 2.13(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each applicable Tranche A Revolving Lender of such LC Disbursement and its Pro Rata Percentage thereof under the Tranche A Subfacility. Each such Tranche A Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Tranche A Revolving Lender shall have received such notice later than 12:00 (noon), Local Time, on any day, not later than 11:00 a.m., Local Time, on the immediately following Business Days Day), an amount equal to such Lender's Pro Rata Percentage under the Tranche A Subfacility of such LC Disbursement (it being understood that the Dollar Equivalent such amount shall be deemed to constitute a Base Rate Loan of such Lender, and such payment shall be deemed to have reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the applicable Tranche A Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the applicable Borrower pursuant to Section 2.13(e) prior to the requested Borrowing datetime that any Tranche A Revolving Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, in as their interests may appear. If any Tranche A Revolving Lender shall not have made its Pro Rata Percentage under the Tranche A Subfacility of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Relevant Borrower, as applicable, severally agree to pay interest on such amount, for each case specifying (A) day from and including the date such amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is required to be a Prime Rate Loan or a LIBOR Loan paid in accordance with this paragraph (and if no election f) to but excluding the date such amount is indicatedpaid, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting Administrative Agent for the account of the Borrower on applicable Issuing Bank at (i) in the books case of the Relevant Borrower, a rate per annum equal to the interest rate applicable to Tranche A Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or as otherwise directed a rate determined by the Borrower. The Lender’s failure Administrative Agent in accordance with banking industry rules on interbank compensation (for other Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for LC Disbursements denominated in Dollars, the Bank of Canada Overnight Rate (for LC Disbursements denominated in Canadian Dollars) or the European Base Rate (for other Alternative Currencies). (g) Unless the Administrative Agent shall have received notice from the Borrowers prior to receive the time at which any written payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Banks, as the case may be, the amount due. (h) With respect to any payment that the Administrative Agent makes for the account of the Lenders or any Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the "Rescindable Amount"): (1) the Borrowers have not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (i) A notice of a particular Borrowing the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this Section 2.02 shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerbe conclusive, absent manifest error.

Loans. Each borrowing Subject to the terms and conditions set forth herein, the Lender agrees to make loans (individually, a “Loan” and collectively, the “Loans”) to the City, for and on behalf of its Department of Aviation, from time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time the Available Commitment; provided, however, that after giving effect to any Loan, the total aggregate amount of Loans made shall not exceed the Commitment, subject to any reductions thereof pursuant to the terms hereof. Subject to the other terms and conditions hereof, the City, for and on behalf of its Department of Aviation, may borrow under this Section 2.01 (a “Borrowing”) shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to and prepay under Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request in accordance herewith2.03. The Borrower City, for and on behalf of its Department of Aviation, may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, on elect that any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must Loan be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be either a Prime Rate Tax-Exempt Loan or a LIBOR Taxable Loan (and if no election is indicated, such Borrowing shall be a Prime pursuant to the respective Loan Notice. A Tax-Exempt Loan may bear interest at the Tax-Exempt Fixed Rate Loan) and (D) if such Borrowing is a LIBOR Loan– One Year, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVTax-Exempt Fixed Rate – Two Year, the Lender will make available Tax-Exempt Fixed Rate – Three Year, the proceeds of all such Loans to Tax-Exempt Floating Rate – One Year, the Borrower by crediting Tax-Exempt Floating Rate – Two Year, the account of Tax-Exempt Floating Rate – Three Year or the Borrower on Tax-Exempt Fixed Index Rate. A Taxable Loan may bear interest at the books of Taxable Fixed Rate – One Year, the LenderTaxable Fixed Rate – Two Year, the Taxable Fixed Rate – Three Year, the Taxable Floating Rate – One Year, the Taxable Floating Rate – Two Year, the Taxable Floating Rate – Three Year or as otherwise directed by the BorrowerTaxable Fixed Index Rate. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerNo Loan that is repaid or prepaid may be reborrowed.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”a) shall be Subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in a minimum amounts requested by Administrative Borrower on behalf of Borrowers up to the aggregate amount outstanding for all Lenders at any time equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Revolving Loan Limit at such time. (b) Except in Agent's discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate the Loans or LIBOR Loans, as the Borrower may request in accordance herewith. The Borrower may borrow under the Commitment, less the aggregate face amount of Letters of Credit issued under and the Letter of Credit SublimitObligations outstanding at any time shall not exceed the Maximum Credit, on (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that time to Borrowers shall not exceed the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying lesser of: (A) the amount of the proposed Borrowing, Borrowing Base or (B) the requested date Revolving Loan Limit, (iii) the aggregate principal amount of the BorrowingRevolving Loans and Letters of Credit outstanding to Borrower based on Fedders Canada Eligible Accounts shall not exceed the Fedders Canada Accounts Loan Limit, (Civ) whether the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding at any time to Borrowers based on Fedders Canada Eligible Inventory shall not exceed the Fedders Canada Inventory Loan Limit, (v) the aggregate principal amount of the Revolving Loans outstanding to Borrowers based on the Eligible Inventory of Borrowers shall not exceed the Inventory Loan Limit, (vi) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding to Borrowers based on Eligible Imported Inventory shall not exceed the Imported Inventory Loan Sublimit, and (vii) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding to Borrowers based on Eligible Consigned Inventory shall not exceed the Consigned Inventory Loan Sublimit. (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 to Borrowers exceed the Borrowing Base or the Revolving Loan Limit, or (iii) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding to Borrowers based on Fedders Canada Eligible Accounts exceeds the Fedders Canada Accounts Loan Limit, or (iv) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding to Borrowers based on Fedders Canada Eligible Inventory exceeds the Fedders Canada Inventory Loan Limit, or (v) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations based on the Eligible Inventory of Borrowers exceed the Inventory Loan Limit, or (vi) the aggregate principal amount of Revolving Loans and Letters of Credit based on the Eligible Imported Inventory of all Borrowers exceeds the Imported Inventory Loan Sublimit, or (vii) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding to Borrowers based on Eligible Consigned Inventory exceeds the Consigned Inventory Loan Sublimit, such Borrowing 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. (d) Notwithstanding anything to be the contrary contained herein: (i) If on or before April 30, 2006, Wachovia shall not have entered into an Assignment and Acceptance with at least one (1) additional Lender, in accordance with Section 13.7, pursuant to which Wachovia shall have assigned a Prime Rate Loan or a LIBOR Loan portion of its Commitment in an aggregate amount equal to at least $25,000,000, then, regardless of the reason underlying the foregoing (and if no election is indicatedwithout any liability whatsoever of Wachovia to Borrowers and Guarantors on account thereof), such Borrowing Agent shall have the right to deliver written notice thereof to Administrative Borrower and the Maximum Credit shall be a Prime Rate Loan) and (D) if automatically reduced to $50,000,000 effective as of June 30, 2006. Any such Borrowing is a LIBOR Loan, the length reduction of the Interest Period therefor. Upon satisfaction Maximum Credit shall be without penalty or waiver of premium; and (ii) If the applicable conditions set forth Maximum Credit shall have been reduced in Article IVaccordance with subsection (d)(i) immediately above, Agent and Lenders shall have the Lender will make available right to thereafter increase the proceeds of all such Loans Maximum Credit to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made $75,000,000 and to pay interest thereon. The Lender shall not incur any liability assign additional Commitments aggregating $25,000,000 to one or more then existing or new Lenders, in accordance with Section 13.7, and Borrowers and Guarantors shall, promptly upon Agent's request, duly authorize, execute and deliver with and in favor of Agent and Lenders, an amendment to this Agreement, in form and substance satisfactory to Agent, providing for such increase in the Borrower Maximum Credit and other amendments to this Agreement related thereto as may be required by Agent in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the Borrowerconnection therewith.

Loans. Each borrowing under this Section 2.01 (a “Borrowing”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 the Ancillary Agreements, Lender shall make revolving credit advances (the "Revolving Credit Advances") to Borrower from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) the Maximum Revolving Amount or (y) an amount equal to the sum 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 "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 such 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 thereby be deemed to have requested, and Lender is hereby authorized at its discretion to make and charge to Borrower's account, a minimum Revolving Credit Advance to Borrower as of such date in an amount equal to such unpaid interest, 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 $100,000 taxes, insurance premiums or an integral multiple of $100,000 above such amount. Subject to Section 3.08leasehold obligations, each Borrowing shall be comprised entirely 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 Prime Rate all 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 LIBOR Loansitems to which objection is made. (i) During the Term, as the Borrower may request borrow, prepay and reborrow Revolving Credit Advances, all in accordance herewithwith the terms and conditions hereof. (j) The aggregate balance of Loans outstanding at any time shall not exceed the Maximum Loan Amount. The Borrower may borrow under the Commitment, less the aggregate face amount balance of Letters of Revolving Credit issued under the Letter of Credit Sublimit, on Advances outstanding at any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially in the form of Exhibit A hereto (which notice must be received by the Lender prior to 12:00 p.m., California time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, two (2) LIBOR Business Days prior to the requested Borrowing date, in each case specifying (A) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) and (D) if such Borrowing is a LIBOR Loan, the length of the Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing time shall not relieve exceed the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Person duly authorized to borrow on behalf of the BorrowerFormula Amount.

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 borrowing under this Section 2.01 (a “Borrowing”) Initial Loan Request shall be in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject the form specified by Lender from time to Section 3.08, each Borrowing time and shall set forth the information required to be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower may request set forth therein in accordance herewithwith the TALF Standing Loan Facility Procedures, on an aggregate basis for all Applicable Borrowers. The Borrower may borrow under Lender shall promptly provide Custodian with the Commitmentinformation contained in each such Initial Loan Request. Notwithstanding the foregoing, less the aggregate face amount a Primary Dealer shall not be permitted to submit an Initial Loan Request unless it has previously delivered to Custodian a copy of Letters of Credit issued under the Letter of Credit SublimitAgreement pursuant to which it became a party hereto. 3.2. Not later than 1:00 p.m. on each 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 any Business Day (or for LIBOR Loansa borrower-by-borrower basis, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice substantially 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 Exhibit A hereto (which notice must its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be received 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 and, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender prior (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to 12:00 p.m., California timebe delivered with respect to SBA Collateral) and (1iii) in the case of Prime 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) the amount of requested Loans that will be made to the 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 Loansor the, 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 requested Borrowing dateLoan 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: (2a) 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 LIBOR Loansa Fixed Rate Loan, two the Eligible Collateral securing same bears interest at a fixed rate, (2f) LIBOR Business Days prior to in the requested Borrowing datecase of a Floating Rate Loan, in each case specifying (Ai) the amount of the proposed Borrowing, (B) the requested date of the Borrowing, (C) whether such Borrowing is to be Eligible Collateral securing same bears interest at a Prime Rate Loan or a LIBOR Loan (and if no election is indicated, such Borrowing shall be a Prime Rate Loan) floating rate and (Dii) if such Borrowing Floating Rate Loan is a LIBOR Floating Rate Fed Funds Loan, the length 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 Interest Period therefor. Upon satisfaction or waiver of the applicable conditions set forth in Article IVthis Section 3.7 have been satisfied (other than the condition set forth in Section 3.7(a)); provided, that notwithstanding anything to the contrary set forth herein or in the TALF Standing Loan Facility Procedures, Custodian’’s confirmation of whether or not any Collateral constitutes “Eligible Collateral” shall be made without regard to the requirement 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 or any of its Affiliates. 3.8. Notwithstanding (x) any receipt by Lender of an Initial Loan Request or Loan Request or (y) any delivery of a Confirmation, (i) Lender shall be under no obligation to make any Loan or to accept as Collateral any assets appearing on an Eligible Collateral Schedule or any Expected ABS Collateral, and (ii) Lender’s approval of a request for a Loan shall be evidenced by, and the Loan shall be deemed made at the time of, the 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 will make available the proceeds of all such Loans shall have any obligation to the Borrower by crediting to ensure that any such funds are applied in any manner whatsoever, and, upon any such transfer made at the account 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 (as well as by Primary Dealer), of each Loan made hereunder, including (i) the Borrower and principal amount thereof, (ii) accrued interest thereon and all payments made in respect thereof, (iii) all payments and prepayments of principal thereof and (iv) the 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. Any such changes shall be communicated to the 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 Lender on the books of the Lenderscheduled Loan Closing Date, or as otherwise directed by the Borrower. The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability instruct Custodian to return to the 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 Eligible Collateral that would have secured such Loan that has been received in the Master TALF Collateral Account and (z) only if the conditions set forth in paragraphs (a) through (f) of Section 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; provided that none of Custodian, Administrator or Lender shall have any obligation to account to any Borrower in acting upon for any notice of Borrowing which the Lender believes in good faith such amounts or Collateral so transferred to have been given by a Person duly authorized to borrow on behalf of the Borrower’s Applicable Primary Dealer.