Common use of Loans Clause in Contracts

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender severally agrees to make such loans Loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Borrowers from time to time request pursuant to Section 2.02in US Dollars or in Cdn. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for Dollars, in each case on any Business Day during the Availability Period, in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans exceed at any one time. The aggregate principal amount of Loans that Lender shall be required to have time outstanding under this Agreement as of any date shall not exceed the amount of such Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Borrowing, (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit OutstandingOutstandings shall not exceed the Aggregate Commitments, and (ii) at no time shall the amount aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be made, at the option of the Borrowers, in US$ as US Base Rate Loans to the Canadian Borrower, US Prime Rate Loans to the US Borrowers or Eurocurrency Rate Loans to any Borrower, or in Cdn$ as Cdn. Prime Rate Loans or Bankers’ Acceptances (or BA Equivalent Notes). In addition to the foregoing, certain Loans may be made to the Borrowers to the extent they are deemed to be 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 3.07. The Borrowers and the Lenders each hereby agree that all “Loans” (as defined in the Existing Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction Agreement), if any, outstanding under the Existing Credit Agreement on the Closing Date, shall be permanent deemed to be Loans made under this Agreement and Borrower shall have no right be redistributed amongst the Lenders according to thereafter reinstate or increase, as their respective Pro Rata Shares on the case may be, Lender’s Revolving Credit CommitmentClosing Date.

Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement Agreement, be repaid and, up to but excluding the Termination Date, be reborrowed. The Syndicated Loans and so long as all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no Default or Event of Default has occurred and is continuing, during later than the Revolving Credit Period, Lender agrees Termination Date. Borrowings on any Funding Date with respect to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Syndicated Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for in Dollars, or in the requested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount of at least $50,000.00 or all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any larger multiple Borrower in an Alternative Currency if the Currency Equivalent in Dollars of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an the aggregate principal amount of at least all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $1,000,000.00 or 200,000,000. For purposes of determining (A) whether the making of any larger multiple of $250,000.00; provided, that Borrower may not have Borrowing will cause the outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to have outstanding under this Agreement as exceed the Total Commitment or (B) whether the making of any date shall not exceed Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Lender’s Revolving Credit Commitment as Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such date. Within a determination at the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day rate of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings exchange in effect on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to The allowance for loan losses reflected on the terms 1997 Balance Sheet was, and conditions set forth in this Agreement such allowance reflected on each consolidated balance sheet of the Company and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement Company Subsidiaries as of any date shall not exceed subsequent to the amount date hereof, which is required to be furnished by the Company to Mahaska pursuant to Section 2.6(a)(i) hereof will in the reasonable opinion of Lender’s Revolving Credit Commitment management of the Company be, in each case as of such date. Within the foregoing limitsdate thereof, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 adequate in accordance with generally accepted accounting principles to provide for losses relating to or inherent in the loan and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day lease portfolios (including accrued interest receivables) of the Revolving Credit Period, together with all accrued Company and unpaid interest thereon and all fees the Company Subsidiaries and other amounts owing extensions of credit (including letters of credit and commitments to make loans or extend credit) by Borrower to Lender with respect thereto, shall be due the Company and payable on the last day of the Revolving Credit PeriodCompany Subsidiaries. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount As of the Total Revolving Credit Outstandings to an amount equal to or less than date hereof, the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple all Non-Performing and Materially Impaired Assets (as hereinafter defined) on the books of $1,000,000 the unused portions Company and the Company Subsidiaries does not exceed 2.0% of Lender’s Revolving Credit Commitment; provided, however, that the gross amount of all loans on the books of the Company and the Company Subsidiaries. "Nonperforming and Materially Impaired Assets" shall mean (i) at no time shall the amount loans, leases and other extensions of Lender’s Revolving Credit Commitment be reduced to credit which are accounted for on a figure less than the Total Revolving Credit Outstandingnonaccrual basis, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and assets constituting real estate acquired through foreclosure, including in-substance foreclosed real estate, (iii) loans which have been restructured and are required to be reported in accordance with OTS regulations and (iv) loans and leases (A) that are 90 days or more past due in payment of principal or interest, (B) with respect to which a reasonable doubt exists as to the timely collectibility thereof, (C) the interest rate terms of which have been reduced to below market rates by agreement subsequent to the agreement under which such loans or leases were originally created, (D) that are subject to a material breach or default by any such termination obligor thereon, or reduction shall be permanent and Borrower shall have no right (E) as to thereafter reinstate which any obligor thereon is subject to a pending bankruptcy, reorganization or increase, as the case may be, Lender’s Revolving Credit Commitmentsimilar proceeding.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a(other than Swingline Loans) which is a Daily LIBOR Loan shall be for an aggregate principal amount made as part of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount Borrowing consisting of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed made by the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together Lenders ratably in accordance with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmenttheir applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not 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). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(f) or (g) and subject to Section 2.23, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) the Minimum Applicable Borrowing Amount for such Loans or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.02(f), 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of (x) in the case of US Dollar-Denominated Loans, ABR Loans or Eurodollar Loans or (y) in the case of Alternate Currency Denominated Loans, Canadian Prime Rate Loans, Bankers’ Acceptance Loans, EURIBOR Loans or Sterling LIBOR Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Borrowing of Canadian Dollar-Denominated Revolving Loans shall be incurred (x) as Canadian Prime Rate Loans or (y) (A) in the case of a B/A Lender, by way of the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.02(b) or (B) in a case of a Non-B/A Lender, by way of the purchase of completed Drafts and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.02(b). Each Lender may at no its option make any Eurocurrency Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten Eurocurrency Rate Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (y) five different maturity dates in the aggregate for all outstanding Bankers’ Acceptance Loans (or such greater number as the Administrative Agent may agree in its reasonable sole discretion). (c) Except with respect to Loans deemed made pursuant to Sections 2.01(a), 2.02(f), 2.02(g) and, if applicable, Section 2.28, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to the applicable Payment Office of the Administrative Agent not later than 1:00 p.m., and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the 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. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the 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 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 agrees 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 (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR US Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Revolving Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Multicurrency Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency Denominated Loans, the rate per annum equal to the interest rate applicable to the Alternate Currency Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurocurrency Rate Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such Eurocurrency Rate Borrowing. (f) If the relevant US Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.24(e) within the time specified in such Section, such US Issuing Bank will promptly notify the Administrative Agent of the US L/C Disbursement and the Administrative Agent will promptly notify each US Revolving Credit Lender of such US L/C Disbursement and its Pro Rata Percentage thereof (with the amount of any US L/C Disbursement made in an Approved Alternate L/C Currency to be calculated using the US Dollar Equivalent of such US L/C Disbursement, as determined on the date on which such US L/C Disbursement was made by the relevant US Issuing Bank). Each US Revolving Credit Lender shall pay by wire transfer of immediately available funds in US Dollars to the Administrative Agent not later than 2:00 p.m. on such date (or, if such US Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such US L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute an ABR US Revolving Loan of such Lender and such payment shall be deemed to have reduced the US L/C Exposure), and the Administrative Agent will promptly pay to the relevant US Issuing Bank amounts so received by it from the US Revolving Credit Commitment be reduced Lenders. The Administrative Agent will promptly pay to a figure less than the Total relevant US Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.24(e) prior to the time that any US Revolving Credit OutstandingLender 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 US Revolving Credit Lenders that shall have made such payments and to such US Issuing Bank, as their interests may appear. If any US Revolving Credit Lender shall not have made its Pro Rata Percentage of such US L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant US Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the US Revolving Loans of the relevant Class pursuant to Section 2.06(a), and (ii) at no in the case of such Lender, for the first such day, the Overnight Rate, and for each day thereafter, the interest rate applicable to ABR US Revolving Loans of the relevant Class. (g) If the relevant Multicurrency Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Multicurrency Issuing Bank will promptly notify the Administrative Agent of the Multicurrency L/C Disbursement and the Administrative Agent will promptly notify each Multicurrency Revolving Credit Lender of such Multicurrency L/C Disbursement and its Pro Rata Percentage thereof. Each Multicurrency Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 2:00 p.m. on such date (or, if such Multicurrency Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount of equal to such Lender’s Pro Rata Percentage of such Multicurrency L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Multicurrency Revolving Loan of such Lender and such payment shall be deemed to have reduced the Multicurrency L/C Exposure), and the Administrative Agent will promptly pay to the relevant Multicurrency Issuing Bank amounts so received by it from the Multicurrency Revolving Credit Commitment Lenders. The Administrative Agent will promptly pay to the relevant Multicurrency Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Multicurrency Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be reduced promptly remitted by the Administrative Agent to the Multicurrency Revolving Credit Lenders that shall have made such payments and to such Multicurrency Issuing Bank, as their interests may appear. If any Multicurrency Revolving Credit Lender shall not have made its Pro Rata Percentage of such Multicurrency L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Multicurrency Issuing Bank at (i) in the case of the Borrower, (A) if such Multicurrency L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Multicurrency Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such Multicurrency L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Multicurrency Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such Multicurrency L/C Disbursement is payable in any other Alternate Borrowing Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such Multicurrency L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to Multicurrency ABR Revolving Loans of the relevant Class, and (B) if such Multicurrency L/C Disbursement is payable in any Alternate Borrowing Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Multicurrency Revolving Loans denominated in the respective Alternate Borrowing Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of Canadian Dollar-Denominated Revolving Loans, the interest rate applicable to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentCanadian Prime Rate Borrowing).

Loans. (a) Subject to the 2.1. Lender agrees, on terms and conditions of this Loan Agreement, to make loans (hereinafter called individually a "Loan" and, collectively "The Loans"), to Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding Five Hundred Thousand Dollars ($500,000). Within such limit, and subject to the various conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may borrow, repay, re-borrow at any time or from time to time request pursuant from the date hereof up to and including the earlier of March 1, 2000 and the termination of the commitment of Lender, as provided at Section 2.026.2 below. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount The obligation of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans up to but not exceeding such aggregate amount at any one timetime outstanding herein is hereinafter called its "Commitment." 2.2. Except for the borrowing contemplated to be made upon execution of this Agreement, as set forth in Schedule 3.1(g), Borrower shall give Lender at least three(3) calendar days' written notice (effective upon receipt) specifying the amount and date of each borrowing under Section 2.1. The aggregate principal amount of Loans that Lender foregoing notwithstanding, and provided all conditions have otherwise been met, the timing set forth in Schedule 3.1(g) shall be required deemed written notice of the amounts and dates set forth in the Schedule. 2.3. Borrower's obligations to have outstanding under this Agreement as pay the principal of any date and interest on the Loans shall not exceed be evidenced by its grid promissory note in the form of Exhibit A hereto (the "Note") payable to the order of Lender. The Note shall reflect the amount of Lender’s Revolving Credit Commitment as the Commitment, with actual Loans, repayments and balances noted by Lender on the grid attached to the Note and made a part thereof. The Note shall bear interest on the unpaid principal amount thereof until such principal amount shall be paid in full at a per annum rate equal to the Loan Rate (based on a year of 365 or actual number of days elapsed). The Loan Rate shall apply to the average outstanding principal balance on the Note during any month which shall be the summation of the daily balances during such datemonth divided by the number of days in the particular month. Within Unless accelerated in accordance with the foregoing limitsprovisions of this Loan Agreement, Borrower may borrow under this Section 2.01(athe interest on the Note for any calendar month shall be paid within fifteen (15) days of each consecutive Payment Date immediately following such calendar month until full payment of the Loan (and related interest), prepay under Section 2.08 and reborrow at any time during with the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to first Payment Date being the last first day of the Revolving Credit Period, together with all accrued month immediately following execution of this Agreement. All principal and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, on the Note shall be due and payable in full on the last March 1, 2000. If any Payment Date (or other date for payment hereunder) falls on a day which is not a business day, such Payment Date (or other date of the Revolving Credit Period. (bpayment) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentnext succeeding business day. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (ai) Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Revolver Lender severally agrees to make Revolver Loans to the Borrower during the period from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in Section 12.06(b), to and up to, but excluding, the Termination Date in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Revolver Lender’s Revolver Commitment as then in effect; provided, however, that the aggregate principal amount of all such Revolver Loans by all Revolver Lenders hereunder at any one time outstanding, together with the LC Exposure and Swingline Loans then outstanding, shall not exceed the Aggregate Maximum Revolver Amount. Subject to the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Periodperiod from the Closing Date to and up to, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectivelybut excluding, the “Loans”) as Termination Date in respect of the Revolver Facility, the Borrower may from time to time request pursuant to Section 2.02. Each Loan under borrow, repay and reborrow the amount described in this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00). Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; providedNotwithstanding the foregoing, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight $60,000,000 in Revolver Loans may be drawn on the Closing Date. (8) LIBOR Loans at any one timeii) Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Term Loan Lender severally, but not jointly, agrees to lend to the Borrower in a single advance on the Closing Date a Term Loan in an amount equal to such Lender’s Term Loan Commitment. The aggregate principal amount of the Term Loans that Lender shall be required to have outstanding under this Agreement as of any date the Lenders shall not exceed the amount of Lender’s Revolving Credit Commitment as of such dateAggregate Maximum Term Loan Amount. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at If all or any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day portion of the Revolving Credit PeriodTerm Loan Principal Debt is paid or prepaid by the Borrower, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If then the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) so paid or otherwise, Borrower shall prepaid may not be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentreborrowed. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Reset Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (Section 1.1): (a) Subject Term Loan. A Loan (the "Term Loan") in the amount of $12,000,000, which shall be disbursed in one disbursement concurrently herewith, and shall be subject to the terms following terms: (1) From the first disbursement of the Term Loan, Borrower shall repay in full the entire unpaid principal balance of all loans made by SVB and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans ORIX to Borrower under the Loan and Security Agreement dated November 4, 2003 among ORIX, Borrower and SVB, and all accrued interest thereon and all other sums due in connection therewith. (individually, a “Loan” and collectively, 2) The principal amount of the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Term Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple paid as follows: 30 equal monthly payments of $10,000.00400,000. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; providedeach, that Borrower may not have outstanding commencing February 1, 2008, and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed continuing on the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last first day of each succeeding month until the Revolving Credit PeriodMaturity Date, together with on which date the entire unpaid principal balance of the Loans, plus all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable payable. (3) Accrued interest on the last Term Loan for each month shall be payable monthly, by the fifth day of the Revolving Credit Periodfollowing month, commencing January 5, 2006, as provided in Section 1.3 above. (4) Loans may not be reborrowed after they have been repaid. SCHEDULE TO LOAN AND SECURITY AGREEMENT (b) If Equipment Loans. Loans (the "Equipment Loans") in the total amount of Lender’s Revolving Credit Commitment $3,000,000 (including all Existing Equipment Loans, as defined below), which shall be subject to the following terms: (1) Loans made pursuant to the Equipment Loan and Security Agreement between Borrower and ORIX dated February 28, 2005 (the "Existing Equipment Loans") shall, for all purposes, be deemed to be "Equipment Loans" hereunder and shall be governed exclusively by this Loan Agreement and shall be subject to all of the terms and conditions hereof. The Existing Equipment Loans shall continue to be paid in 33 equal monthly installments, commencing on any the first day of the fourth month after the date of the disbursement of such Loan and continuing on the first day of each month thereafter until paid in full. (Thus, for example, for an Existing Term Loan disbursed on March 12, 2005, the first payment of principal would be due on July 1, 2005.) (2) Each Equipment Equipment Loan shall be made in an amount not to exceed 100% of the net purchase price (as hereinafter defined) of new Equipment, and related software constituting "soft costs" (as hereinafter defined), in each case, purchased by Borrower in an arms length transaction and which meets the following requirements (collectively, the "Specified Equipment and Software"): (A) such Equipment or such software was purchased within 120 days prior to the date of the disbursement of such Equipment Loan; (B) such Equipment or such software is less than acceptable to ORIX in its good faith business judgment; (C) such Equipment or such software is subject to a first priority perfected security interest in favor of ORIX (with priority over all other security interests including Permitted Liens). As used herein "net purchase price" means the Total Revolving Credit Outstandings on such dateactual purchase price of the Specified Equipment and Software. Anything herein to the contrary notwithstanding, whether as a result of Borrower’s election to decrease the total principal amount of Lender’s Revolving Credit Commitment pursuant Equipment Loans made with respect to Section 2.01(cthe following (collectively, "soft costs") or otherwisemay not exceed the total principal amount of all Equipment Loans made hereunder: software, leasehold improvements, taxes, freight, delivery, insurance, set-up, training, manuals, fees, service charges and other similar "soft cost" items. SCHEDULE TO LOAN AND SECURITY AGREEMENT (3) At least 10 Business Days prior to a requested disbursement of an Equipment Loan, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount provide ORIX with a listing of the Total Revolving Credit Outstandings Specified Equipment and Software (including detail relative to an amount equal applicable soft costs) with respect to or less than which the amount Equipment Loan is to be made, copies of Lender’s Revolving Credit Commitmentinvoices relating thereto and such other information as ORIX shall request in its discretion. (c4) Borrower may, upon five Equipment Loans shall be made in disbursements of not less than $500,000 each. (5) Business Days’ prior written notice to LenderEquipment Loans may not be reborrowed after they have been repaid. (6) Equipment Loans will not be disbursed after December 31, terminate entirely at any time, or reduce from time to time by an aggregate 2005. (7) The principal amount of $1,000,000 or any larger multiple each Equipment Loan shall be paid as follow: 33 equal monthly installments, commencing on the first day of $1,000,000 the unused portions fourth month after the date of Lender’s Revolving Credit Commitment; providedthe disbursement of such Equipment Loan and continuing on the first day of each month thereafter until paid in full. (Thus, howeverfor example, that for a Equipment Loan disbursed on March 12, 2006, the first payment of principal would be due on July 1, 2006.) (i) at 8) Interest accrued on the Equipment Loans for each month shall be payable monthly no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less later than the Total Revolving Credit Outstandingfifth day of the following month, (ii) and at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentmaturity.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a(other than Swingline Loans) which is a Daily LIBOR Loan shall be for an aggregate principal amount made as part of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount Borrowing consisting of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed made by the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together Lenders ratably in accordance with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmenttheir applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not 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). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(g) and subject to Section 2.23, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, Minimum Applicable Borrowing Amount for such Loans or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of (x) in the case of US Dollar-Denominated Loans, ABR Loans or SOFR Loans, (y) in the case of Canadian Dollar-Denominated Loans, Canadian Prime Rate Loans or XXXXX Loans (provided, that, notwithstanding anything to the contrary herein, Borrowings in the form of XXXXX Loans will not be available to the Borrower until the Administrative Agent has provided notice to the Borrower that it is able to access Term XXXXX (which the Administrative Agent hereby agrees to do promptly upon becoming able to access Term XXXXX) and prior to such date, any request for, or conversion to, a XXXXX Borrowing shall be deemed to be a request for, or conversion to, a Canadian Prime Rate Borrowing) or (z) in the case of Alternate Currency-Denominated Loans, EURIBOR Loans or XXXXX Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Lender may at no its option make any SOFR Loan, EURIBOR Loan, XXXXX Loan or XXXXX Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten SOFR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time, (y) ten EURIBOR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (z) five XXXXX Borrowings (or such greater number as the Administrative Agent may agree in its reasonable sole discretion) outstanding hereunder at any time. (c) Except with respect to Loans deemed made pursuant to Section 2.02(g) and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to the applicable Payment Office of the Administrative Agent not later than 3:00 p.m., and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the 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. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may assume that such Xxxxxx 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 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 agrees 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 (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency-Denominated Loans, the rate per annum equal to the interest rate applicable to the Alternate Currency-Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any SOFR Borrowing, EURIBOR Borrowing or XXXXX Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such SOFR Borrowing, EURIBOR Borrowing or XXXXX Borrowing, as applicable. (f) [Reserved]. (g) If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 3:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Commitment Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be reduced promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the Borrower, (A) if such L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such L/C Disbursement is payable in any other Alternate Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to ABR Revolving Loans of the relevant Class, and (B) if such L/C Disbursement is payable in any Alternate Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Revolving Loans denominated in the respective Alternate Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of Canadian Dollar-Denominated Loans, the interest rate applicable to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentCanadian Prime Rate Borrowing).

Loans. (a) Subject to Upon the terms and subject to the conditions herein set forth in this Agreement and so long as no Default or Event of Default has occurred the Second Amendment, each Lender, severally and is continuingnot jointly with any other Lender, during the Revolving Credit Period, Lender agrees to make aan Initial Term Loan to the Borrowers, in the amount set forth opposite such loans Xxxxxx’s name in Schedule 2.01 under the heading “Commitments.” The Commitments shall expire upon the funding of the Initial Term Loans by the applicable Lenders. Once repaid, whether such payment is voluntary, scheduled or mandatory, no portion of the Loans may be reborrowed. (ii) Upon the terms and subject to Borrower (individuallythe conditions herein set forth and the First Amendment, a “Loan” each 2025 Term Loan Lender, severally and collectivelynot jointly with any other 2025 Term Loan Lender, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated agrees to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required a 2025 Term Loan to have outstanding under this Agreement as of any date shall not exceed the Borrowers, in the amount of set forth opposite such 2025 Term Loan Lender’s Revolving Credit Commitment as of such date. Within name in Schedule 2.01 under the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during heading “Commitments.” The Commitments shall expire upon the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day funding of the Revolving Credit Period2025 Term Loans by the applicable 2025 Term Loan Lenders. Once repaid, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretowhether such payment is voluntary, shall be due and payable on the last day scheduled or mandatory, no portion of the Revolving Credit PeriodLoans may be reborrowed. (b) If The obligations of the amount Lenders hereunder to make the Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of Lender’s Revolving Credit Commitment any Lender to make any Loan or to make any payment under Section 11.04(c) on any date is less than the Total Revolving Credit Outstandings required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower and no Lender shall be automatically required (without demand or notice responsible for the failure of any kind by Lender, all of which are hereby expressly waived by Borrower) other Lender to immediately repay the so make its Loans in an amount sufficient or to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentmake its payment under Section 11.04(c). (c) To request a borrowing of a Loan, the Borrowers shall notify the Administrative Agent of such request by delivery of a written Borrowing Request signed by the Borrower mayAgent to the Administrative Agent not later than 2:00 p.m., upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any New York City time, one Business Day before the date of the applicable date of funding (or reduce from such later time to time by an as the Administrative Agent and the Required Lenders may agree in their sole discretion). Each such Borrowing Request shall specify the following information: (i) the aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, such borrowing; (ii) at no time the date of such borrowing, which shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and Business Day; (iii) any such termination or reduction the initial Interest Period to be applicable thereto, which shall be permanent a period contemplated by the definition of the term “Interest Period”; and (iv) the location and Borrower shall have no right wiring instructions for the Borrower’s account to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentwhich funds are to be disbursed.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during Laurus may make loans (the Revolving Credit Period, Lender agrees "Loans") to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Company from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall 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 (including, without limitation, reserves established to reflect the amount of Lender’s any Priority Payables) (the "Reserves") and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Credit Commitment Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $500,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow costs or charges. (v) If Company at any time during fails to perform or observe any of the Revolving Credit Period under covenants contained in this Section 2.01(aAgreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of 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). All The amount of all monies expended and all costs and expenses (including reasonable 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 Company's account as a Loan and added to the Obligations. Solely to facilitate Laurus' performance or observance of such covenants of Company pursuant to this Agreement or any Ancillary Agreement, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within sixty (60) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid prior to by the last day Account Debtor within ninety (90) days (or one hundred twenty (120) days for certain Account Debtors as described in clauses (g) and (h) of the Revolving Credit Perioddefinition of Eligible Account below) after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender dispute, contingency, set-off, or counterclaim with respect theretoto any Eligible Account, shall be due and payable on (a "Delinquent Account"), Company shall, at its option, (i) reimburse Laurus for the last day amount of the Revolving Credit PeriodLoans made with respect to such Delinquent Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) If Following the amount occurrence of Lender’s Revolving Credit Commitment on any date is less than an Event of Default which continues to exist and the Total Revolving Credit Outstandings on expiration of all applicable notice and grace periods, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such dateelection by Laurus (prior notice of which Laurus shall provide to Company), whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower Company shall be automatically required (without demand or notice of any kind by Lenderdeemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which are hereby expressly waived shall at any time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount Laurus of its secured creditor rights under Article 9 of the Total Revolving Credit Outstandings UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to an amount equal more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) enter into any such termination documentation shall not impair or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as affect the case may be, Lender’s Revolving Credit CommitmentReceivables Purchase in any manner whatsoever.

Loans. (a) Subject The Lenders hereby establish, on the terms and conditions of this Agreement 35 and in reliance upon the representations and warranties made hereunder, a revolving line of credit in favor of the Borrower in the aggregate principal amount up to the Total Revolving Credit Commitment and agree to make and remake one or more Loans ("Revolving Loans") to the Borrower, upon the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingARTICLE III, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant on any Business Day during the period from the date hereof through the Loan Termination Date. Subject to Section 2.02. Each Loan the provisions of this Agreement (including, without limitation, the schedule of reduction of Revolving Credit Commitments contained in SECTION 3.2(b) hereof), the Borrower may borrow, repay (without penalty except for LIBOR breakage costs under this Section 2.01(aSECTION 4.11) which is a Daily LIBOR Loan shall be for an and reborrow any amount of the Revolving Loans, provided that the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have Revolving Loans outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall time may not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on Commitment at such date, whether as a result of Borrower’s election to decrease time; and provided further that the amount of advanced by any Lender hereunder at any time shall not exceed such Lender’s 's Revolving Credit Commitment pursuant at such time. Notwithstanding the foregoing, no Lender shall have any obligation to Section 2.01(c) lend funds at any time when an Event of Default exists or otherwisewhen there exists any event or condition that, Borrower shall be automatically required (without demand with the lapse of time, giving of notice or notice making of any kind by Lendersuch advance, all would constitute an Event of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount Default. The parties acknowledge that as of the Total Revolving date hereof, there is outstanding under the Summit Holding Credit Outstandings to Agreement an aggregate principal balance of $__________ in respect of the revolving credit facility thereunder (together with interest thereon in an amount equal to or less than $________________). Effective as of the amount of Lender’s Revolving Credit Commitment. Closing Date, the Borrower unconditionally assumes Summit Holding's obligation to repay such amounts (c) together with any other amounts accruing with respect thereto after the date hereof to and including the Closing Date), and such revolving loans assumed by the Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right deemed to thereafter reinstate or increase, as the case may be, Lender’s be converted to Revolving Credit CommitmentLoans hereunder.

Loans. (a) Subject to Each Lender severally agrees, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, and on the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, Lender agrees to make such consider making revolving loans to Borrower (individually, a “Loan” and collectively, the “Revolving Loans”) as Borrower may ), from time to time request pursuant to the Borrower on any Business Day during the period from the Closing Date to the Expiration Date, in an aggregate amount not to exceed at any time the Maximum Availability Amount. Subject to the uncommitted nature of the Uncommitted Facility and to the terms and conditions of this Agreement, during such period the Borrower may borrow, repay and reborrow up to the Maximum Availability Amount by means of Eurodollar Rate Loans and Alternative Base Rate Loans and may Convert Loans of one Type into Loans of another Type (as provided in Section 2.023.04 of this Agreement) or Continue Loans of one Type as Loans of the same Type (as provided in Section 3.04 of this Agreement). Each Alternative Base Rate Loan under this Section 2.01(a) which is a Daily LIBOR Loan requested hereunder shall be for an aggregate in a principal amount of at least no less than $50,000.00 or any larger multiple 100,000 and in increments of $10,000.00. Each 50,000 in excess thereof, and each Eurodollar Rate Loan under this Section 2.01(a) which is a LIBOR Loan requested hereunder shall be for an aggregate in a principal amount of at least no less than $1,000,000.00 or any larger multiple 5,000,000 and in increments of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make 1,000,000 in excess thereof. No more than eight seven (8) LIBOR 7) separate Interest Periods in respect of Eurodollar Rate Loans (in the aggregate) from each Lender may be outstanding at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentTHE BORROWER ACKNOWLEDGES AND AGREES THAT NO LENDER HAS ANY DUTY TO FUND ANY REVOLVING LOAN REQUESTED BY THE BORROWER BUT THAT THE LENDERS WILL EVALUATE EACH LOAN REQUEST AND IN THEIR ABSOLUTE AND SOLE DISCRETION WILL DECIDE WHETHER TO FUND SUCH LOAN REQUEST. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during the Revolving Credit Period, Lender agrees to Laurus may make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may to Companies from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall 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 of Lender’s Revolving Credit Commitment as of such dateequal to (I) the Accounts Availability minus (II) the Reserves. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow The amount derived at any time during from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Credit Period under this Section 2.01(a)Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. All Loans not paid From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the last day final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the “Transferable Amount”) to the extent that the outstanding balance on the Revolving Note should equal or exceed $500,000, that portion of the balance of the Revolving Credit PeriodNote that exceeds $500,000, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretobut does not exceed the Transferable Amount, shall be due segregated from the outstanding balance under the Revolving Note and payable on allocated to and aggregated with the last day then existing balance of the next unissued serialized Minimum Borrowing Note (the “Next Unissued Serialized Note”); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Credit Period. Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (b) If and the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount of Lender’s Revolving Credit Commitment on any date is less than equal to the Total Revolving Credit Outstandings on such date, whether Minimum Borrowing Amount as a result of Borrower’s election the issuance of such new serialized Minimum Borrowing Note). (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. (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 each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies, provided that in the case of any such decrease in the amount advance percentages the events giving rise to such decrease and Laurus’ use of Lender’s Revolving Credit Commitment pursuant such discretion are attributable to Section 2.01(c) a significant change in the assets, liabilities, condition (financial or otherwise), Borrower properties, operations, prospects or Eligible Accounts in the reasonable good faith judgment of Laurus. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be automatically required (without demand or notice deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans such date in an amount sufficient equal to reduce 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, 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) 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. This power of attorney shall only be exercisable following the occurrence and during the continuation of an Event of Default, except with respect to the filing of financing statements, in which case such power of attorney shall be exercisable on and after the date hereof. (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 one hundred twenty (120) 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 “Delinquent Account”), the Companies shall jointly and severally (i) reimburse Laurus for the amount of the Total Revolving Credit Outstandings Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to or less than one-half of one percent (0.35%) of the gross face amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, such Eligible Account or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any immediately replace such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentDelinquent Account with an otherwise Eligible Account.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Prime Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during Laurus may make loans (the Revolving Credit Period, Lender agrees "Loans") to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Company from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall 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") or (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 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Secured Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of Lender’s each additional $750,000 tranche of Loans (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, in the form of Note delivered by Company to Laurus on the Closing Date, ) provided, however, that no more than two (2) Minimum Borrowing Notes in the aggregate shall be issuable hereunder without the consent of the Borrower. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Credit Commitment Note should equal or exceed $1,000,000, to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $750,000 (the difference of $750,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minumum Borrowing Note (e.g., the Available Minimum Borrowing shall be $0. (ii) Notwithstanding the limitations set forth above, if requested by the Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights, exercised reasonably, hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow costs or charges. (v) If Company at any time during fails to perform or observe any of the Revolving Credit Period under covenants contained in this Section 2.01(aAgreement or any Ancillary Agreement and the failure to pay or perform shall mature into an Event of Default hereunder and continue beyond any applicable grace period, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of 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). All 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 Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company, and with effect solely upon the occurrence and continuance beyond any applicable grace period of an Event of Default, the Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans in excess of the Minimum Borrowing Amount, all in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid prior 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 "Delinquent Account"), the last day Company shall (i) reimburse Laurus for the amount of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender Advance made with respect thereto, shall be due and payable on the last day to such Delinquent Account plus an adjustment fee in an amount equal to one quarter of one percent (0.25%) of the Revolving Credit Periodgross face amount of such Eligible Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) If Following the amount occurrence of Lender’s Revolving Credit Commitment on any date is less than an Event of Default which continues to exist, Laurus may, at its option, elect to convert the Total Revolving Credit Outstandings on credit facility contemplated hereby to an accounts receivable purchase facility. Upon such dateelection by Laurus (subsequent notice of which Laurus shall provide to Company), whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower Company shall be automatically required (without demand or notice of any kind by Lenderdeemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which are hereby expressly waived shall at any time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount Laurus of its secured creditor rights under Article 9 of the Total Revolving Credit Outstandings UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to an amount equal more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) enter into any such termination documentation shall not impair or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as affect the case may be, Lender’s Revolving Credit CommitmentReceivables Purchase in any manner whatsoever.

Loans. (a) Subject The Lenders hereby establish, on the terms and conditions of this Agreement and in reliance upon the representations and warranties made hereunder, a revolving line of credit in favor of the Borrower in the aggregate principal amount up to the Total Revolving Credit Commitment and agree to make and remake one or more Loans ("Revolving Loans") to the Borrower, upon the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingARTICLE III, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant on any Business Day during the period from the date hereof through the Loan Termination Date. Subject to Section 2.02. Each Loan the provisions of this Agreement (including, without limitation, the schedule of reduction of Revolving Credit Commitments contained in SECTION 3.2(B) hereof), the Borrower may borrow, repay (without penalty except for LIBOR breakage costs under this Section 2.01(aSECTION 4.11) which is a Daily LIBOR Loan shall be for an and reborrow any amount of the Revolving Loans, provided that the aggregate principal amount of Revolving Loans outstanding at least $50,000.00 any one time may not exceed the Total Revolving Credit Commitment at such time; and provided further that the amount advanced by any Lender hereunder at any time shall not exceed such Lender's Revolving Credit Commitment at such time. Notwithstanding the foregoing, no Lender shall have any obligation to lend funds at any time when an Event of Default exists or when there exists any larger multiple event or condition that, with the lapse of $10,000.00time, giving of notice or making of such advance, would constitute an Event of Default. Each Loan The parties acknowledge that as of the date hereof, there is outstanding under this Section 2.01(a) which is a LIBOR Loan shall be for the Summit Holding Credit Agreement an aggregate principal amount of at least $1,000,000.00 or any larger multiple balance of $250,000.00; provided0.00 in respect of the revolving credit facility thereunder (together with interest thereon in an amount equal to $0.00). Effective as of the Closing, that the Borrower may not have outstanding unconditionally assumes Summit Holding's obligation to repay such amounts (together with any other amounts accruing with respect thereto after the date hereof to and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender including the Closing [FN] Date), and such revolving loans assumed by the Borrower shall be required deemed to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s be converted to Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodhereunder. (b) If Whenever the Borrower desires to borrow under the Revolving Line of Credit, the Borrower shall give the Agent prior to 12:00 noon at least three (3) Business Days' prior notice of each LIBOR Loan and at least one (1) Business Day's prior notice of each Base Rate Loan to be made hereunder, pursuant to a Notice of Borrowing. Each such Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, and (ii) the requested date of the Borrowing (the "Borrowing Date") (which shall be a Business Day) and shall include an Interest Rate Election Notice. Upon the receipt of such Notice of Borrowing from the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender will make the amount of Lender’s its Pro Rata Share of each Revolving Credit Commitment Loan available to the Agent for the account of the Borrower in the form of an Advance at the office of the Agent in immediately available funds prior to 1:00 p.m. on the Borrowing Date. All wire transfers to the Agent shall be sent to the account described on the Agent's signature page hereto, unless otherwise instructed by the Agent. The proceeds of all such Advances will then be made available by 2:00 p.m. on the Borrowing Date to the Borrower by the Agent at the office of the Agent specified in SECTION 14.4 by crediting the aggregate amount of such Advances to the account of the Borrower on the books of such office or pursuant to other instructions of the Borrower as provided under subsection (c) below. Unless the Agent has been notified to the contrary prior to 1:00 p.m. on any date is less than Borrowing Date, the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease Agent may assume that each Lender has made an Advance in the amount of its Pro Rata Share of each Revolving Loan to the Agent on such Borrowing Date, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount as part of a Revolving Loan. If any Lender shall not have made its required Advance available to the Agent in the manner set forth herein, such Lender agrees to pay to the Agent, on demand, such Advance, together with interest thereon for each day from the date such corresponding Revolving Loan amount is made available to the Borrower, until the date such Loan amount is repaid to the Agent, at the Effective Federal Funds Rate. If such Lender shall reimburse to the Agent its pro rata share of such Revolving Loan amount within three (3) Business Days after the Borrowing Date, such amount so reimbursed shall constitute such Lender’s 's Advance as part of such Revolving Credit Commitment pursuant Loan for purposes of this Agreement. If such Lender does not make its Advance available to Section 2.01(cthe Agent within three (3) or otherwiseBusiness Days after the Borrowing Date, the Borrower shall be automatically required (without demand or notice to the extent the proceeds of any kind the corresponding Revolving Loan amount have been made available by the Agent, on behalf of such Lender, all of which are hereby expressly waived by to the Borrower) agrees to immediately repay to the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to Agent on demand an amount equal to such defaulted Advance together with interest thereon at the rate applicable to the Revolving Loans disbursed on the Borrowing Date, for each date such amount is made available to the Borrower until such amount is repaid to the Agent. The failure of any Lender to make its required Advance available to the Agent shall not relieve any other Lender of its obligation hereunder to make its Advance on the respective Borrowing Date, or less than relieve the amount Lender who failed to make such Advance to subsequently make such Advance, or relieve any Lender (including the Lender who failed to make such Advance) of Lender’s its obligation, if any, hereunder to make its Advance as part of any subsequent Revolving Credit CommitmentLoans, but no Lender shall be responsible for the failure of any other Lender to make the Advance of any other Lender as part of any Revolving Loan. (c) The Borrower mayhereby irrevocably authorizes the Agent to disburse the proceeds of each Revolving Loan under this Agreement (i) in accordance with the terms of any written instructions from the Borrower (provided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter), upon five (5ii) Business Days’ prior written notice pursuant to SECTION 4.10 hereof, to advance to the Lenders principal and interest payable hereunder, fees payable under SECTION 3.5 and any Lender, terminate entirely at any time, or reduce 's fees for cash management services provided by such Lender from time to time to the Borrower, or (iii) to the Borrower's controlled disbursement or depository accounts with its bank in an amount equal to the sum necessary to cover checks or other items of payment drawn by the Borrower upon such account and presented for payment, but in no event shall the Agent, on behalf of the Lenders, be obligated to make advances hereunder in amounts necessary to cover any such checks or other items of payment presented to the extent that the Borrower is not otherwise entitled to receive the proceeds of Revolving Loans in such amounts from the Agent, on behalf of the Lenders. The Borrower may at any time deliver to the Agent an aggregate amount Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (d) Each request for a Revolving Loan and each Advance made by a Lender for the benefit of $1,000,000 the Borrower shall constitute a new certification by the Borrower as of the date of such request or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that Advance (i) at no time shall that the amount representations and warranties of Lender’s Revolving Credit Commitment be reduced to the Borrower contained in ARTICLE VI remain true and correct as of such date (except where such representation or warranty speaks as of a figure less than the Total Revolving Credit Outstanding, specified date) and (ii) at that, with respect to and after giving effect to such Advance, no Event of Default, nor any event or condition that with notice, lapse of time or the making of any such Advance would constitute an Event of Default, has occurred and is continuing as of such date. (e) Notwithstanding any provision herein to the contrary, as an additional covenant of the Borrower hereunder, the Borrower shall the amount of Lender’s Revolving Credit Commitment be reduced to maintain a figure greater than zero (0$0.00) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increasebalance under the Revolving Line of Credit for a period of at least five consecutive Business Days during each fiscal quarter, as beginning with the case may befiscal quarter ending June 30, Lender’s Revolving Credit Commitment1997.

Loans. (a) Subject to the SCI Assignment, each Lender severally agrees, on the terms of this Agreement, to make Loans to the Borrower during the period from and conditions set forth in including (i) the Closing Date or (ii) such later date that such Lender becomes a party to this Agreement and so long as no Default or Event of Default has occurred and is continuingprovided in Section 12.06(b), during to but excluding, the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an such Lender's Commitment as then in effect; provided, however, that the aggregate principal amount of all such Loans by all Lenders hereunder at least $1,000,000.00 or any larger multiple of $250,000.00one time outstanding shall not exceed the Aggregate Commitments; providedand provided further, that Borrower may not have outstanding and Lender the BMO/Soc-Gen Lenders shall not be obligated to make more any such Loans other than eight the initial Loans. Subject to the terms of this Agreement, during the period from the Closing Date to (8) LIBOR i) the later to occur of the First Borrowing Base Determination Date and the date on which the outstanding Loans at any one time. The aggregate are less than or equal to the Borrowing Base, no principal amount of the Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, which are paid by Borrower may borrow under this Section 2.01(a)be reborrowed, prepay under Section 2.08 and reborrow (ii) at any time during thereafter to but excluding, the Revolving Credit Period under Termination Date, the Borrower may borrow, repay and reborrow the amount described in this Section 2.01(a). All The initial Loans not paid prior hereunder shall be a rearrangement of the principal balance outstanding on the Prior Notes (as adjusted pursuant to the last day SCI Assignment) which shall be concurrently therewith rearranged as an advance under the Notes. Each of the Revolving Credit PeriodSCI Lenders and Brigxxx Xxxloration may, together with all accrued at its option, call for an Equity Conversion, pursuant and unpaid interest thereon subject to the terms and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on provisions set forth in the last day Equity Conversion Agreement without the consent of the Revolving Credit PeriodBMO/Soc-Gen Lenders. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject From and after the Closing Date to (but not including) the Termination Date, on the terms and subject to the conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Period, Lender agrees to make such loans lend to Borrower (individuallythe Borrower, a “Loan” and collectively, the “Loans”) as Borrower may borrow, repay and reborrow, an amount not exceeding the difference between (i) the Maximum Credit Amount in effect from time to time request pursuant 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 Section 2.02any operating account established by the Borrower with the Lender; provided, however, in no event shall the amount available under the Revolving Facility for Advances exceed $25,000,000 minus the aggregate outstanding amount of Letter of Credit Borrowings and Reimbursement Obligations in excess of $5,000,000. Each Loan All Advances made by the Lender to the Borrower under this Section 2.01(a) which is a Daily LIBOR Loan Agreement with respect to the Revolving Facility shall be evidenced by a promissory note for an the Lender dated the Closing Date payable to the order of the Lender, duly executed by the Borrower, and in the aggregate maximum principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight 30,000,000 (8) LIBOR Loans at any one timethe "Note"). The aggregate principal amount date, amount, interest rate and duration of Loans that Interest Period (if applicable) of each Advance made by the Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day Borrower, and each payment made on account of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretoprincipal thereof, shall be due and payable recorded by the Lender on its books; provided that the last day failure of the Revolving Credit PeriodLender to make, or any error by the Lender in making, any such recordation shall not affect the obligations of the Borrower to make a payment when due of any amount owing hereunder or under the Note with respect to the Advances to be evidenced by the Note. The Advances shall bear interest as provided in Article 0 below. (b) If a draft drawn under any Letter of Credit is paid by the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all and the Borrower fails or refuses to reimburse the Lender for such payment, as required by Section 0, on or before the close of which are business on the next Business Day after demand is made by the Lender on the Borrower for such reimbursement, the Borrower hereby expressly waived by Borrower) to immediately repay authorizes the Loans in an amount sufficient to reduce Lender, without the amount requirement of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lenderthe Borrower, terminate entirely 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 any time, or reduce from time the Quoted Cost of Funds Rate. Such Advances shall not be subject to time by an aggregate amount the provisions of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (Section 0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during on the Revolving Credit PeriodClosing Date, Lender each Bank severally agrees to make such loans to Borrower (individually, each a “Loan” and collectively, collectively the “Loans”) as to the Borrower may from time to time request pursuant to Section 2.02in Dollars in a single drawing on the Closing Date. Each Loan under this Section 2.01(a) 2.01 which is a Daily LIBOR Base Rate Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00500,000. Each Loan under this Section 2.01(a) 2.01 which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time2,500,000. The aggregate principal amount of Loans that Lender which each Bank shall be required to have outstanding under this Agreement as of any date make on the Closing Date shall not exceed the amount of Lendersuch Bank’s Revolving Credit Commitment Commitment; provided, however, that in no event shall the aggregate Loans exceed the aggregate Commitments of all of the Banks as of such date. Each Loan under this Section 2.01 shall be made from the Banks severally and ratably in proportion to their respective Pro Rata Shares with respect to the Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)time. Amounts repaid or prepaid in respect of Loans may not be reborrowed. All Loans not paid prior to the last day of the Revolving Credit PeriodMaturity Date, together with all accrued and unpaid interest thereon and all fees and other amounts owing by the Borrower to Lender the Administrative Agent and/or any Bank with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice Maturity Date. The failure of any kind by Lender, all Bank to make any Loan required under this Agreement shall not release any other Bank from its obligation to make Loans as provided herein. The Commitment of which are hereby expressly waived by Borrower) to each Bank shall immediately repay and automatically terminate upon the Loans in an amount sufficient to reduce the amount earlier of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall 3:00 p.m., New York time, on the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, Closing Date and (ii) at no time shall the amount making of Lender’s Revolving Credit Commitment be reduced the Loans pursuant to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentthis Section.

Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement contained herein, each Lender severally (and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender not jointly) agrees to make such loans its Pro Rata Share of Revolving Loans to each Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow outstanding at any time during equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodLoan Limit at such time. (b) If Except in Agent’s discretion, with the amount consent of Lender’s Revolving Credit Commitment on any date is less than all Lenders, or as otherwise provided herein, (i) the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the aggregate amount of the Total Revolving Loans and the Letter of Credit Outstandings to an amount equal to or less than Accommodations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of Lender’s the Revolving Loans and Letter of Credit CommitmentAccommodations outstanding at any time shall not exceed the lesser of the Borrowing Base or the Revolving Loan Limit, (iii) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Loan Limit of such Borrower, (iv) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory consisting of Precious Metals Inventory and/or Eligible Consigned Precious Metals Inventory shall not exceed $17,500,000, (v) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory and/or Eligible Consigned Precious Metals Inventory shall not exceed the Inventory Loan Limit; (vi) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory consisting of Thermount fiber shall not exceed $500,000; and (vii) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Axxxx Materials shall not exceed $2,500,000. (c) Borrower mayIn the event that the aggregate outstanding principal amount of the Revolving Loans and Letter of Credit Accommodations exceeds the Borrowing Base or the Revolving Loan Limit, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on Eligible Inventory and/or Eligible Consigned Precious Metals Inventory exceeds the sublimit set forth above, or the aggregate amount of the outstanding Letter of Credit Accommodations exceed the Letter of Credit Sublimit, or the aggregate amount of the Loans and Letter of Credit Accommodations exceed the Maximum Credit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon five (5) Business Days’ prior written notice to Lenderdemand by Agent, terminate entirely which may be made at any time, time or reduce from time to time by an aggregate time, immediately repay to Agent the entire amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentexcess(es) for which payment is demanded.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event Agreement, including without limitation clause (d) of Default has occurred and is continuingthis Section, during the Revolving Credit Period, each Lender severally agrees to make such loans to Borrower make, Convert and Continue Loans until the Maturity Date (individually, a “Loan” and collectively, or any earlier date upon which the “Loans”Combined Commitments are terminated in accordance with the terms of this Agreement) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmentrequest; provided, however, that (i) the aggregate outstanding principal amount of all Loans of such Lender plus such Lenders’ Pro Rata Share of the Letter of Credit Usage shall not exceed such Lender’s Commitment, and (ii) the aggregate outstanding principal amount of all Loans of all Lenders plus the Letter of Credit Usage shall not exceed the Combined Commitments at no time any time. Subject to the foregoing and the other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Loans as set forth herein without premium or penalty. (b) 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 and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of Lender’s Revolving 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 Borrower to pay any amount owing with respect to the Loans. (c) Borrower may use proceeds of Loans for any working capital or general corporate purpose of Borrower not prohibited by this Agreement or the other Loan Documents. (d) Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Combined Commitments shall be subject to the following limitations: (i) for ten consecutive days during the period of (x) July 1, 2007 through December 31, 2007, (y) January 1, 2008 through June 30, 2008, and (z) each successive six month period thereafter, there shall be no Loans outstanding (although Letters of Credit Commitment may continue to be reduced to a figure less than the Total Revolving Credit Outstanding, outstanding during such periods); and (ii) at no time all of the Outstanding Obligations on the last day of each fiscal month (whether for Loans or Letters of Credit) shall not exceed an amount equal to 50% of the amount aggregate book value of Lender’s Revolving Credit Commitment be reduced to the inventory of Borrower and its Subsidiaries on such day, measured on the last day of each fiscal quarter on a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseconsolidated basis, as using the case may befirst-in, Lender’s Revolving Credit Commitmentfirst out method, in accordance with GAAP.

Loans. (a) Subject Each Borrower may, upon delivery of a Notice of Loan Prepayment to the terms and conditions set forth in this Agreement and so long as no Default Administrative Agent, at any time or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to Section 2.02. Each Loan under this Section 2.01(aany date of prepayment of BSBY Rate Loans and (2) which is a Daily LIBOR Loan on the date of prepayment of Base Rate Loans; (B) any such prepayment of BSBY Rate Loans shall be for an aggregate in a principal amount of at least $50,000.00 1,000,000 or any larger a whole multiple of $10,000.00. Each Loan under this Section 2.01(a100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) which is a LIBOR Loan any prepayment of Base Rate Loans shall be for an aggregate in a principal amount of at least $1,000,000.00 500,000 or any larger a whole multiple of $250,000.00; provided100,000 in excess thereof (or, that Borrower may not have outstanding if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and Lender shall not amount of such prepayment and the Type(s) of Loans to be obligated prepaid and, if BSBY Rate Loans are to make more than eight (8) LIBOR Loans at any one timebe prepaid, the Interest Period(s) of such Loans. The aggregate principal amount Administrative Agent will promptly notify each Lender of Loans that Lender shall be required to have outstanding under this Agreement as its receipt of any date shall not exceed each such notice, and of the amount of such Lender’s Revolving Credit Commitment as Applicable Percentage of such dateprepayment. Within If such notice is given by a Borrower, then a Borrower shall make such prepayment and the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, payment amount specified in such notice shall be due and payable on the last day date specified therein. Any prepayment of the Revolving Credit Period. (b) If a BSBY Rate Loan shall be accompanied by all accrued interest on the amount of Lender’s Revolving Credit Commitment on prepaid, together with any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment additional amounts required pursuant to Section 2.01(c3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lenderapplied to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.15, all of which are hereby expressly waived by Borrower) each such prepayment shall be applied to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentLenders in accordance with their respective Applicable Percentages. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (ai) The Revolving Credit Commitments. Subject to the terms and -------------------------------- conditions and relying upon the representations and warranties herein set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingforth, during the each Bank with a Revolving Credit PeriodCommitted Amount, Lender severally and not jointly, agrees (each such agreement being herein called a "Revolving Credit Commitment") to make such loans to the Borrower (individuallythe "Revolving Credit Loans") and to otherwise extend credit to the Borrower in the form of deemed participations in the Australian Term Loan Letter of Credit, a “Loan” and collectivelyAustralian Revolving Loan Letter of Credit, the “Loans”) Standby or Trade Letters of Credit, or as Borrower may otherwise contemplated by Article III hereof, at any time or from time to time request pursuant on or after the Closing Date and to Section 2.02but not including the Revolving Credit Expiration Date. Each A Bank shall have no obligation to make any Revolving Credit Loan under this Section 2.01(ato the extent that (A) the aggregate of all Revolving Credit Loans of such Bank which is a Daily LIBOR Loan shall be for an are outstanding plus the aggregate principal amount of at least $50,000.00 all Letter of Credit Participating Interests of such Bank in outstanding Standby or any larger multiple Trade Letters of Credit exceed such Bank's Pro Rata Share (based on such Bank's Revolving Credit Proportion) of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed 80,000,000 plus the amount of Lender’s any Letter of Credit Participating Interests in any Letter of Credit Unreimbursed Draw in respect of the Australian Term Loan Letter of Credit and the Australian Revolving Loan Letter of Credit; or (B) such Bank's Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow Exposure at any time during would exceed such Bank's Revolving Credit Committed Amount at such time. Further, the Banks shall have no obligation to make any Revolving Credit Loans on or after the Revolving Credit Period under this Section 2.01(a)Expiration Date. All Loans To the extent not paid prior to the last day of the due and payable earlier as provided herein, Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, Loans shall be due and payable on the last day of the Revolving Credit PeriodExpiration Date. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuinghereof, during the Revolving Credit Period, each Lender agrees to make such loans Advances to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan during the Commitment Period so long as (i) the aggregate outstanding amount of such Lender's Advances under this Section 2.01(a2.1, plus (ii) such Lender's LC Obligations, does not exceed such Lender's Maximum Loan Amount, all determined as of the date on which is a Daily LIBOR Loan shall the requested Advances under this Section 2.1 are to be for an made. The aggregate principal amount of at least $50,000.00 or such Advances under this Section 2.1 requested of all Lenders in any larger Request for Advances under this Section 2.1 must be an integral multiple of $10,000.00100,000 which equals or exceeds $200,000 or must equal the unadvanced portion of the aggregate amount of all Lenders' Maximum Loan Amounts. Each Loan The obligation of Borrower to repay to each Lender the aggregate amount of all Advances (whether under this Section 2.01(a2.1 or Section 2.7(a)) which is a LIBOR Loan made by such Lender (herein called such Lender's "Loan"), together with interest accruing in connection therewith, shall be for an aggregate principal evidenced by a single promissory note (herein called such Lender's "Note") made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of at least $1,000,000.00 or principal owing on any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans Lender's Note at any one time. The given time shall be the aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow all Advances (whether under this Section 2.01(a2.1 or Section 2.7(a), prepay under Section 2.08 ) theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on as provided herein and therein. Subject to the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwiseterms and conditions hereof, Borrower shall be automatically required (without demand or notice of any kind by Lendermay borrow, all of which are hereby expressly waived by Borrower) to immediately repay repay, and reborrow under the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentNotes. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to Upon the terms and conditions and relying upon the representations and warranties herein set forth in this Agreement and so long as no Default or Event of Default has occurred and forth, each Bank which is continuing, during a party hereto on the Revolving Credit Period, Lender Closing Date severally agrees to make such loans a Loan to Borrower (individuallythe Borrower, a “Loan” and collectivelydenominated in Dollars, on the “Loans”) as Borrower may from time Closing Date up to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount not exceeding such Bank's Commitment. Amounts borrowed hereunder and repaid or prepaid may not be reborrowed. (b) Principal of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(athe Loans outstanding on such date (if any) which is a LIBOR Loan shall be for an aggregate principal amount due and payable, together with accrued and unpaid interest thereon, in equal quarterly installments of at least $1,000,000.00 or any larger multiple of $250,000.00; providedC$775,000, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limitscommencing on May 1, Borrower may borrow under this Section 2.01(a)2003, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to with each subsequent installment due on the last day of each fiscal quarter, until the Revolving Credit PeriodMaturity Date, or if earlier, the Termination Date; provided that, notwithstanding any other provision of this Agreement but subject to Section 11, in no event shall the aggregate principal amount required to be repaid to the Banks prior to the fifth anniversary of this Closing Date, exceed an amount equal to 25% of the aggregate original principal amount of the Loans. On the Maturity Date, or if earlier, the Termination Date, all remaining principal of the Loans outstanding shall be due and payable, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentthereon. (c) The Borrower mayshall execute and deliver to the Agent for each Bank to evidence the Loan made by each Bank, upon five a promissory note (5) Business Days’ prior written notice each, as the same may be amended, modified or extended from time to Lender, terminate entirely at any time, or reduce a "Note"), which shall be (i) dated the Closing Date; (ii) in the principal amount of such Bank's Commitment; and (iii) in substantially the form attached hereto as Exhibit A, with the blanks appropriately filled. The outstanding principal balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Section 3, payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of such Note. (d) The Agent shall promptly notify each Bank which is a party hereto on the Closing Date of the applicable interest rate under Section 3.1. Each Bank shall, before 12:00 Noon (Toronto time) on the Closing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in immediately available funds, its Pro Rata Percentage of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Closing Date the Agent shall make the Borrowing available to the Borrower at its Domestic Lending Office in immediately available funds. Any deposit to the Borrower's demand deposit account by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced Agent pursuant to a figure less than request (whether written or oral) believed by the Total Revolving Credit Outstanding, (ii) at no time shall Agent to be an authorized request by the amount of Lender’s Revolving Credit Commitment be reduced to Borrower for a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction Loan hereunder shall be permanent and deemed to be a Loan hereunder for all purposes with the same effect as if the Borrower shall have no right had in fact requested the Agent to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentmake such Loan.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during Laurus may make loans (the Revolving Credit Period, Lender agrees "LOANS") to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Companies from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall 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 of Lender’s Revolving Credit Commitment as of such dateequal to (I) the Accounts Availability minus (II) the Reserves. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow The amount derived at any time during from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "FORMULA AMOUNT." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Credit Period under this Section 2.01(a)Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. All Loans not paid From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the last day final funding of each additional US$1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the "TRANSFERABLE AMOUNT") to the extent that the outstanding balance on the Revolving Note should equal or exceed US$50,000, that portion of the balance of the Revolving Credit PeriodNote that exceeds US$50,000, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretobut does not exceed the Transferable Amount, shall be due segregated from the outstanding balance under the Revolving Note and payable on allocated to and aggregated with the last day then existing balance of the next unissued serialized Minimum Borrowing Note (the "NEXT UNISSUED SERIALIZED NOTE"); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Credit Period. Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (b) If and the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount of Lender’s Revolving Credit Commitment on any date is less than equal to the Total Revolving Credit Outstandings on such date, whether Minimum Borrowing Amount as a result of Borrower’s election the issuance of such new serialized Minimum Borrowing Note). (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to decrease lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the amount exercise of Lender’s Revolving Credit Commitment pursuant 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 each of the Companies hereby consent to Section 2.01(cany such increases or decreases which may limit or restrict advances requested by the Companies. (iv) Subject to applicable laws, if any interest, fees, costs or otherwisecharges payable to Laurus hereunder are not paid when due, Borrower each of the Companies shall thereby be automatically required (without demand or notice deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans such date in an amount sufficient equal to reduce 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, 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) 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. (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 "DELINQUENT ACCOUNT"), the Companies shall jointly and severally (i) reimburse Laurus for the amount of the Total Revolving Credit Outstandings Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to or less than one-half of one percent (0.50%) of the gross face amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, such Eligible Account or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any immediately replace such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentDelinquent Account with an otherwise Eligible Account.

Loans. upon the Borrower's request from time to time during the term hereof, provided that (ai) all Lenders are requested to make Loans of the same Type in accordance with their respective Percentage Shares and as part of the same Advance, and (ii) after giving effect to such Loans, the Facility Usage does not exceed the Borrowing Base most recently determined prior to the date on which the requested Loans are to be made. The aggregate amount of all Loans in any Advance must be greater than or equal to $1,000,000 or must equal the remaining availability under the Borrowing Base. The Borrower may have no more than three Advances of Eurodollar Loans outstanding at any time. The obligation of the Borrower to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Note") made by the Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender's Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Each Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Revolving Loan Maturity Date. Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectivelyhereof, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; providedborrow, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limitsrepay, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodhereunder. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Standby Loan shall be for an aggregate principal amount made as part of at least $50,000.00 or any larger multiple a Borrowing consisting of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Standby Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed denominated in the amount of Lender’s Revolving Credit Commitment as of such date. Within same currency made by the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together Lenders ratably in accordance with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmenttheir Available Commitments; provided, however, that the failure of any Lender to make any Standby Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being under stood, 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). Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans denominated in the same Alternate Currency and made by the applicable Alternate Currency Lenders ratably in accordance with the applicable Alternate Currency Lender Maximum Borrowing Amounts; provided, however, that the failure of any Alternate Currency Lender to make any Alternate Currency Loan shall not in itself relieve any other Alternate Currency Lender of its obligation to lend hereunder (it being understood, however, that no Alternate Currency Lender shall be responsible for the failure of any other Alternate Currency Lender to make any Alternate Currency Loan required to be made by such other Alternate Currency Lender). Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.03. The Loans comprising any Borrowing shall be (i) at no time shall in the case of Competitive Loans, in an aggregate principal amount that is an integral multiple of Lender’s Revolving Credit Commitment be reduced to a figure $1,000,000 and not less than the Total Revolving Credit Outstanding$5,000,000, (ii) at no time shall in the case of Standby Dollar Loans, in an aggregate principal amount that is an integral multiple of Lender’s Revolving Credit Commitment be reduced $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to a figure greater than zero the remaining balance of the Available Commitments), (0iii) but in the case of Standby Committed Currency Loans, in an aggregate principal amount the Dollar Equivalent of which is not less than $5,000,000 and (iiiiv) any such termination or reduction in the case of Alternate Currency Loans, in an aggregate principal amount that complies with the requirements set forth in the applicable Alternate Currency Addendum. All Competitive Loans shall be permanent made in Dollars. (b) Each Competitive Borrowing shall be comprised entirely of Eurocurrency Competitive Loans or Fixed Rate Loans, each Standby Dollar Borrowing shall be comprised entirely of Eurocurrency Standby Loans or ABR Loans, and Borrower each Standby Committed Currency Borrowing shall have no right to thereafter reinstate or increasebe comprised entirely of Eurocurrency Standby Loans, as the applicable Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, however, that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that no Borrower shall be entitled to request any Borrowing which, if made, would result in an aggregate of more than 15 separate Eurocurrency Standby Loans of any Lender being outstanding at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans. (c) Subject to Section 2.06 and to (i) in the case may beof any Standby Committed Currency Loan, Lender’s Revolving Credit Commitmentany applicable alternative procedures set forth in Schedule II or (ii) in the case of any Alternate Currency Loan, any alternative procedures set forth in the applicable Alternate Currency Addendum, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:00 noon, New York City time, and the Administrative Agent shall by 2:00 p.m., New York City time, credit the amounts so received to the account or accounts specified from time to time in one or more notices delivered by the Company to the Administrative Agent 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. Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans and Alternate Currency Loans shall be made by the Lenders pro rata in accordance with Section 2.

Loans. (a) The Lender agrees, in accordance with the terms and conditions of this Agreement, to make one or more loans to the Borrowers in Canadian Dollars or U.S. Dollars during the period from and including the Closing Date to and including the Commitment Termination Date, in an aggregate amount up to but not exceeding the lesser of (x) the Commitment and (y) the most recently determined Borrowing Base; PROVIDED that in no event shall the aggregate Principal Amount of all Loans (including all Swingline Loans), together with the aggregate amount of all Letter of Credit Liabilities (with the amounts of any Loans or Letter of Credit Liabilities outstanding in U.S. Dollars expressed as an Equivalent Amount in Canadian Dollars), exceed the lesser of (x) the amount of the Commitment as in effect from time to time and (y) the most recently determined Borrowing Base. (b) The Borrowers may not borrow Loans (including Swingline Loans) under this Agreement at any time while a Borrowing Base Deficiency exists and the Interest Period for any Loan that is Converted to or Continued as a Eurodollar Loan or BA Loan at any time while a Borrowing Base Deficiency exists shall not end after the Deficiency Cure Period. (c) Subject to the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Period, Lender agrees period from and including the Closing Date to make such loans to Borrower (individually, a “Loan” and collectivelybut not including the Commitment Termination Date, the “Borrowers may borrow, repay and reborrow the Loans by means of Canadian Prime Loans”) as Borrower may from time to time request pursuant , BA Loans, U.S. Base Rate Loans and Eurodollar Loans and may, subject to Section 2.02. Each 4.03 hereof, Convert all or a portion of any Loan under this of one Type into Loans of another Type (as provided in Section 2.01(a2.10 hereof) which is or Continue all or a Daily LIBOR portion of a Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple one Type as Loans of $10,000.00. Each Loan under this the same Type (as provided in Section 2.01(a2.10 hereof); PROVIDED that (i) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make no more than eight 3 separate Interest Periods in respect of Eurodollar Loans may be outstanding at any one time and (8) LIBOR ii) no more than 6 separate Interest Periods with respect to BA Loans may be outstanding at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during the Revolving Credit Period, Lender agrees to Laurus shall make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Company from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall 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") or (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves (the "Loans"). 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". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of Lender’s each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Credit Commitment Note should equal or exceed $2,000,000, to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $1,000,000 (the difference of $2,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. Notwithstanding the immediately foregoing, no more than an aggregate of two (2) Minimum Borrowing Notes shall be issued by Company pursuant hereto without the express prior written consent of Company. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodcosts or charges. (bv) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vi) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof and as provided in the Notes. (vii) If any Eligible Account is not paid by the amount of Lender’s Revolving Credit Commitment on Account Debtor within one hundred twenty (120) days after the date that such Eligible Account was invoiced or if any date is less than the Total Revolving Credit Outstandings on such dateAccount Debtor asserts a deduction, whether as dispute, contingency, set-off, or counterclaim with respect to any Eligible Account, (a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c"Delinquent Account"), Company shall (i) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce reimburse Laurus for the amount of the Total Revolving Credit Outstandings Loans made with respect to such Delinquent Account in the amount of such deduction, dispute contingency, set-off or other claim, plus an adjustment fee in an amount equal to or less than one-half of one percent (0.50%) of the gross face amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, such Eligible Account or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any immediately replace such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentDelinquent Account with an otherwise Eligible Account.

Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement contained herein, each Lender severally (and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender not jointly) agrees to make such loans its Pro Rata Share of Revolving Loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Borrowers from time to time request pursuant in amounts requested by Borrowers (or Administrative Borrower on behalf of Borrowers) up to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be the aggregate amount outstanding for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow all Lenders at any time during equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodLoan Limit. (b) If Except in Agent's discretion, with the amount consent of Lender’s Revolving Credit Commitment on any date is less than all Lenders, or as otherwise provided herein, (i) the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the aggregate principal amount of the Total Revolving Loans and Letter of Credit Outstandings to an amount equal to Obligations outstanding at any time shall not exceed the lesser of the Revolving Loan Limit or less than the Borrowing Base, (ii) the aggregate principal amount of Lender’s the Revolving Loans and Letter of Credit CommitmentObligations outstanding at any time based on the Eligible Inventory shall not exceed the Inventory Loan Limit and (iii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Unbilled Accounts or the Eligible Cash Collateral shall not exceed the applicable sublimit set forth within the definition of "Borrowing Base" herein. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 In the unused portions of Lender’s Revolving Credit Commitment; provided, however, event that (i) at no time shall the aggregate principal amount of Lender’s the Revolving Loans and Letter of Credit Commitment be reduced to a figure less than Obligations outstanding at any time exceed the Total Borrowing Base or the Revolving Credit OutstandingLoan Limit, or (ii) at no time shall the aggregate principal amount of Lender’s Revolving Loans and Letter of Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and Obligations based on the Eligible Inventory exceed the Inventory Loan Limit, or (iii) the aggregate principal amount of Revolving Loans and Letters of Credit based on the Eligible Unbilled Accounts or the Eligible Cash Collateral exceed the applicable sublimit set forth within the definition of "Borrowing Base" herein, 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 termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentexcess(es) for which payment is demanded.

Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement contained herein, each Lender severally (and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender not jointly) agrees to make such loans its Pro Rata Share of Revolving Loans to each Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 in amounts requested by such Borrower (or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Administrative Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as on behalf of such date. Within Borrower) up to the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow aggregate amount outstanding for all Lenders at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior equal to the last day of lesser of: (i) the Revolving Borrowing Base at such time or (ii) the Maximum Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodat such time. (b) If Except in Agent’s discretion, with the amount consent of Lender’s Revolving Credit Commitment on any date is less than all Lenders, or as otherwise provided herein, (i) the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the aggregate principal amount of the Total Revolving Loans and the Letter of Credit Outstandings Obligations outstanding at any time to an amount equal to or less than Borrowers shall not exceed the Maximum Credit, (ii) the aggregate principal amount of Lender’s the Revolving Loans and Letter of Credit CommitmentObligations outstanding at any time to Borrowers shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of the Revolving Loans outstanding at any time to Borrowers based on Eligible Inventory shall not exceed the Inventory Loan Limit. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 In the unused portions of Lender’s Revolving Credit Commitment; provided, however, event that (i) at no time shall the aggregate principal amount of Lender’s Revolving the Loans and the Letter of Credit Commitment be reduced Obligations outstanding at any time to a figure less than Borrowers exceed the Total Revolving Credit OutstandingMaximum Credit, or (ii) at no time shall except as otherwise provided herein, the aggregate principal amount of Lender’s the Revolving Loans and Letter of Credit Commitment be reduced Obligations outstanding at any time to a figure greater than zero (0) but less than $5,000,000 and Borrowers exceed the Borrowing Base, or (iii) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers based on Eligible Inventory exceed the Inventory Loan Limit, 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 termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentexcess(es) for which payment is demanded.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender severally agrees to make such loans to Borrower the Company (individuallyeach such loan, a “Domestic Loan” ”) in Dollars on any Business Day during the Availability Period, or loans to Allied B.V. (each such loan, a “Foreign Loan”, and collectivelycollectively with the Domestic Loans, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is in Alternative Currency on a Daily LIBOR Loan shall be for Business Day during the Availability Period in an aggregate principal amount that will not result in the Outstanding Amount of Loans of such Lender exceeding such Lender’s Loan Commitment at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00such time; provided, however, that Borrower may not have outstanding and Lender shall not be obligated after giving effect to make more than eight any Loan, (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date A) the Outstanding Amount shall not exceed the amount Aggregate Commitments, (B) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Revolving Applicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Commitment and (C) the Outstanding Amount of all Foreign Loans, plus Foreign Letters of Credit Commitment as of such dateshall not exceed the Foreign Sublimit. Within the foregoing limitslimits of each Lender’s Commitment, Borrower and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.08 2.04, and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Foreign Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due Libor Loans and payable on the last day of the Revolving Credit PeriodDomestic Loans may be ABR Loans or Libor Loans, as further provided herein. (b) If Each Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings Loans made to such Borrower outstanding on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. Either the unpaid balance of Advances under the Revolving Credit, or the Term Loan, as the context may require. Loan Documents – Collectively, this Agreement, the Revolving Credit Note or Term Loan Note, as applicable, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time. Material Adverse Effect - A material adverse effect with respect to (a) Subject the business, assets, properties, financial condition, stockholders’ equity, contingent liabilities, prospects, material agreements or results of operations of Borrower, or (b) Borrower’s ability to pay the Obligations in accordance with the terms and conditions set forth in hereof, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and so long as no Default remedies of Lender hereunder or Event of Default has occurred and is continuing, during the thereunder. Maximum Revolving Credit Period, Lender agrees to make such loans to Borrower Amount - The sum of Five Million and 00/100 Dollars (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02$5,000,000.00). Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. Note – The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as Note. Non-SOFR Successor Rate - Section 2.4(h). Obligations - All existing and future debts, liabilities and obligations of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow every kind or nature at any time during the Revolving Credit Period owing by Borrower or any Guarantor to Lender or any other subsidiary of Lender or Bank Affiliate, whether under this Section 2.01(aAgreement, or any other existing or future instrument, document or agreement, between Borrower or Lender or any other subsidiary of Lender or Bank Affiliate, whether joint or several, related or unrelated, primary or secondary, matured or contingent, due or to become due (including debts, liabilities and obligations obtained by assignment). All Loans , and whether principal, interest, fees, indemnification obligations hereunder or Expenses (specifically including interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Borrower, whether or not paid prior to the last day a claim for such post-commencement interest is allowed), including, without limitation, debts, liabilities and obligations in respect of the Revolving Credit Periodand any extensions, together with modifications, substitutions, increases and renewals thereof; any Hedging Obligations; the payment of all accrued amounts advanced by Lender or any other subsidiary of Lender or Bank Affiliate to preserve, protect and unpaid interest thereon enforce rights hereunder and in the Collateral; and all fees and Expenses incurred by Lender or any other amounts subsidiary of Lender or Bank Affiliate. Without limiting the generality of the foregoing, Obligations shall include any other debts, liabilities or obligations owing by Borrower to Lender or any other subsidiary of Lender or Bank Affiliate in connection with respect theretoany lockbox, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any timecash management, or reduce from time to time other services (including electronic funds transfers or automated clearing house transactions) provided by an aggregate amount of $1,000,000 Lender or any larger multiple other subsidiary of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced Lender or Bank Affiliate to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseBorrower, as the case may bewell as any other loan, Lender’s Revolving Credit Commitmentadvances or extension of credit, under any existing or future loan agreement, promissory note, Hedging Agreement or other instrument, document or agreement between Borrower and Lender or any other subsidiary of Lender or Bank Affiliate.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender severally agrees to make term loans (each such loans to Borrower (individuallyloan, a “Loan” and collectively, the “Loans”) as to the Borrower may from in an aggregate amount not to exceed at any time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(aoutstanding the amount of such Lender’s Commitment; provided however, that, (a) which is a Daily LIBOR each Loan shall be made with respect to a single Financed Property identified in the Loan Notice for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(asuch Loan, (b) which is a LIBOR each Loan shall be for an made only on a Business Day during the Availability Period (i) at the time the respective Financed Property initially enters the Property Pool (including pursuant to a Collateral Substitution) or (ii) with respect to a Financed Property already in the Property Pool in accordance with the terms hereof and subject to the terms set forth in the definition of “Maximum Loan to Value Ratio Amount”, on or after the date of completion of Post-Construction with respect to such property, (c) the aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender advanced with respect to any Financed Property shall be required no greater than the Maximum Loan to have outstanding under this Agreement as of Value Ratio Amount for such property, (d) after giving effect to any date Borrowing, (i) the Total Outstandings shall not exceed the amount Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Loans of any Lender, shall not exceed such Lender’s Revolving Credit Commitment as of and (e) if the respective Financed Property is owned by a Subsidiary Lessor, the Loan associated with such dateFinanced Property shall be made to the Borrower and simultaneously contributed to such Lessor Subsidiary, and the Borrower and the Lessor Subsidiary shall direct the Administrative Agent to disburse such Loan in accordance with Section 2.02(b). Within the foregoing limitslimits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a)2.01, prepay under Section 2.08 2.03, and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)2.01. All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall may be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) Base Rate Loans or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseEurodollar Rate Loans, as the case may be, Lender’s Revolving Credit Commitmentfurther provided herein.

Loans. (a) Subject Each Lender severally agrees, subject to all of the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuing(including, during the Revolving Credit Periodwithout limitation, Lender agrees SECTIONS 5.1 AND 5.2 hereof), to make such loans Loans to Borrower (individuallyBorrower, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each on or after the Effective Date and during the Revolving Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for Availability Period, in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time outstanding (including its Revolving Loan Commitment Percentage of all Letter of Credit Liabilities at such time) up to but not exceeding such Lender's Revolving Loan Commitment Percentage of the Maximum Revolving Loan Available Amount. The aggregate principal amount of Loans that Lender shall be required Subject to have outstanding under the conditions in this Agreement as of Agreement, any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid Loan repaid prior to the last day Revolving Loan Termination Date may be reborrowed pursuant to the terms of the Revolving Credit Periodthis Agreement; PROVIDED, together with all accrued and unpaid interest thereon that any and all fees and other amounts owing by Borrower to Lender with respect thereto, such Loans shall be due and payable on in full at the last day end of the Revolving Credit Period. Loan Availability Period and PROVIDED, FURTHER that the Stationary Term Loan Balance shall automatically be reduced by any payments which reduce the aggregate unpaid principal balance of the Revolving Notes below the then current Stationary Term Loan Balance prior to giving effect to such reduction (b) If with the amount result that the revolving nature of Lender’s the credit facility provided for herein shall only apply to the Revolving Credit Commitment on any date is less than Notes to the Total extent that the aggregate unpaid principal balance of the Revolving Credit Outstandings on such dateNotes exceeds the then current Stationary Term Loan Balance). Borrower, whether as a result of Borrower’s election to decrease Agent and the amount of Lender’s Revolving Credit Commitment Lenders agree pursuant to Section 2.01(cChapter 346 ("CHAPTER 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Revolving Notes or otherwise, Borrower any Revolving Loan Obligation and that neither the Revolving Notes nor any revolving Loan Obligation shall be automatically required (without demand governed by Chapter 346 or notice of subject to its provisions in any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentmanner whatsoever. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuinghereof, during the Revolving Credit Period, each Lender agrees to make such loans Advances to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan during the Commitment Period so long as (i) the aggregate outstanding amount of such Lender's Advances under this Section 2.01(a2.1, plus (ii) such Lender's LC Obligations, does not exceed such Lender's Percentage Share of the Available Borrowing Base in effect, all determined as of the date on which is a Daily LIBOR Loan shall the requested Advances under this Section 2.1 are to be for an made. The aggregate principal amount of at least $50,000.00 or such Advances under this Section 2.1 requested of all Lenders in any larger Request for Advances under this Section 2.1 must be an integral multiple of $10,000.00100,000 which equals or exceeds $200,000 or must equal the unadvanced portion of the Available Borrowing Base. Each Loan The obligation of Borrower to repay to each Lender the aggregate amount of all Advances (whether under this Section 2.01(a2.1 or Section 2.7(a)) which is a LIBOR Loan made by such Lender (herein called such Lender's "Loan"), together with interest accruing in connection therewith, shall be for an aggregate principal evidenced by a single promissory note (herein called such Lender's "Note") made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of at least $1,000,000.00 or principal owing on any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans Lender's Note at any one time. The given time shall be the aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow all Advances (whether under this Section 2.01(a2.1 or Section 2.7(a), prepay under Section 2.08 ) theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on as provided herein and therein. Subject to the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwiseterms and conditions hereof, Borrower shall be automatically required (without demand or notice of any kind by Lendermay borrow, all of which are hereby expressly waived by Borrower) to immediately repay repay, and reborrow under the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentNotes. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender severally agrees to make such loans Loans in any Approved Currency to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Borrowers from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for time, on any Business Day during the Availability Period, in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans exceed at any one time. The aggregate principal amount of Loans that Lender shall be required to have time outstanding under this Agreement as of any date shall not exceed the amount of such Lender’s Revolving Credit Commitment; provided that only Fixed Period Eurodollar Loans may be denominated in an Alternate Currency; and provided, further, that: (a) prior to the Commitment as Adjustment Date, immediately after giving effect to any Loan, the aggregate Outstanding Amount of the Loans of any Lender does not exceed such dateLender’s Commitment; and (b) on and after the Commitment Adjustment Date, immediately after giving effect to any Loan, (i) there does not exist a Borrowing Base Deficiency greater than zero, and (ii) the aggregate Outstanding Amount of the Loans of any Lender does not exceed such Lender’s Commitment. Within the foregoing limitslimits of each Lender’s Commitment, Borrower and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a)2.01, prepay under Section 2.08 2.04, and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)2.01. All Loans not paid prior Notwithstanding anything to the last day of contrary herein, Loans may be Base Rate Loans, Daily Floating Eurodollar Loans or Fixed Period Eurodollar Loans, as further provided herein. Notwithstanding anything to the Revolving Credit Periodcontrary herein, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to each Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice at its option, make any Loan available to Lender, terminate entirely at any time, Non-U.S. Borrower by causing any foreign or reduce from time domestic branch or Affiliate of such Lender to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmentmake such Loan; provided, however, that (i) at no time any exercise of such option shall not affect the amount obligation of Lender’s Revolving Credit Commitment be reduced such Non-U.S. Borrower to a figure less than repay such Loan in accordance with the Total Revolving Credit Outstanding, (ii) at no time shall the amount terms of Lender’s Revolving Credit Commitment be reduced this Agreement and to a figure greater than zero (0) but less than $5,000,000 comply with all other terms and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentconditions of this Agreement.

Loans. (a) Subject 2.1 At the request of Borrower, made at anytime and from time to time during the terms and conditions set forth in term of this Agreement Agreement, and so long as Borrower is not then in default under the terms of this Agreement and Borrower is in full, faithful and timely compliance with each and all the covenants, conditions, warranties and representations contained in this Agreement, and the Loan Term Sheet and/or any other agreement between Bank and Borrower, Bank will make advances as provided in the Loan Term Sheet. 2.2 All advances made, letters of credit issued and other financial accommodations extended by Bank to or for the account or benefit of Borrower under this Agreement shall be added to and deemed part of the Obligations and Credit when made and/or issued. Notwithstanding any other provisions of this Agreement, at no Default time shall Bank be obligated to provide any financial accommodations whenever the Maximum Credit Limit or Event sublimits provided for in the Loan Term Sheet are exceeded. If, at any time for any reason such Maximum Credit Limited is exceeded or if any Maximum Sublimit on any subcomponent of Default has occurred and the Credit, as provided in the Loan Term Sheet, is continuingexceeded, during then Borrower shall immediately pay to Bank, in cash, the Revolving amount by which such Maximum Credit Period, Lender agrees Limit or Maximum Sublimit is exceeded ("Over Line"). 2.3 Bank is hereby authorized to make the loans and the extensions of credit provided for in this Agreement based upon written instructions received from authorized representatives of Borrower. Borrower shall hold Bank harmless from any damages, claims, or liability by reason of Bank's honor of, or failure to honor, any such loans instructions. Nevertheless, Bank reserves the rights to Borrower (individuallywithhold advancing any loan hereunder pending receipt of such additional information as Bank may, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; time, request. 2.4 Except as hereinbelow provided, that Borrower may not have outstanding and Lender the Credit shall not be obligated to make more than eight (8) LIBOR Loans bear interest, on the Daily Balance owing, at the Rate provided in the Loan Term Sheet. If any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding due under this Agreement as is not paid when due or upon demand from Bank in the Event of any date a Default not waived by Bank, and without constituting a waiver by Bank, the Credit shall not exceed bear interest at the amount of Lender’s Revolving Credit Commitment as of such dateDefault Rate provided in the Loan Term Sheet. Within the foregoing limits, Borrower may borrow All interest chargeable under this Section 2.01(a), prepay under Section 2.08 Agreement that is based upon a per annum calculation shall be computed on the basis of a 365-day year and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)actual days elapsed. All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing payable by Borrower to Lender with respect thereto, under the Credit shall be due and payable on the last first day of each calendar month during the Revolving term of this Agreement, and Bank may, at its option, elect to treat past due interest and any and all Bank Expenses not paid when due as advances under the Credit, which amounts shall thereupon constitute Obligations and shall thereafter accrue interest at the rate applicable to the Credit Periodunder the terms of this Agreement and the Loan Term Sheet. 2.5 Bank shall render monthly statements of the Credit owing by Borrower to Bank, including statements of all principal, interest, fees and Bank Expenses owing, and such statements shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and Bank unless, within one hundred eighty (b180) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of days after receipt thereof by Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand deliver to Bank, by registered or notice certified mail, at Bank's place of any kind by Lenderbusiness indicated hereinabove, all of which are hereby expressly waived by Borrower) to immediately repay written objection thereto specifying the Loans error or errors, if any, contained in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction statement. No failure by Bank to render any such monthly statements shall be permanent and Borrower shall have no right deemed to thereafter reinstate impair or increase, as otherwise affect the case may be, Lender’s Revolving Credit CommitmentCredit.

Loans. (a) Subject Each borrowing of Revolving Loans and any reduction of the Commitments shall be made pro rata according to the terms and conditions set forth in respective Commitment Percentages of the Lenders. Each payment under this Agreement or any Note shall be applied, first, to any fees then due and so long as no Default or Event of Default has occurred and is continuing, during owing by the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.023.5, second, to interest then due and owing in respect of the Loans of the Borrower and, third, to principal then due and owing hereunder. Each Loan under this payment on account of any fees pursuant to Section 2.01(a) which is a Daily LIBOR Loan 3.5 shall be for an aggregate made pro rata in accordance with the respective amounts due and owing. Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective amounts due and owing in accordance with Section 3.3 hereof. With respect to Competitive Loans, if the Borrower fails to specify the particular Competitive Loan or Loans as to which any payment or other amount of at least $50,000.00 should be applied and it is not otherwise clear as to the particular Competitive Loan or Loans to which such payment or other amounts relate, or any larger multiple such payment or other amount is to be applied to Competitive Loans without regard to any such direction by the Borrower, then each payment or prepayment of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal on Competitive Loans and each payment of interest or other amount on or in respect of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretoCompetitive Loans, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election allocated to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than Competitive Loan bearing the Total Revolving Credit Outstandinghighest interest rate, (ii) at no time shall if two or more Competitive Loans each bear the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and same interest rate, which is the highest interest rate among all Competitive Loans then outstanding, then pro rata among such Competitive Loans, (iii) should such prepayment extinguish such Competitive Loans, then any such termination or reduction remaining prepayment shall be permanent applied to each of the remaining Competitive Loans with the highest interest rate, and Borrower (iv) any remaining payment or prepayment shall have no right to thereafter reinstate or increase, as be allocated pro rata among the case may be, Lender’s Revolving Credit Commitmentrelevant Competitive Loan Lenders in accordance with the then outstanding amounts of their respective Competitive Loans.

Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement contained herein, each Lender severally (and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender not jointly) agrees to make such loans prior to Borrower (individuallythe Termination Date its Pro Rata Share of Revolving Loans to each Borrower, a “Loan” and collectivelyin Dollars, the “Loans”) as Borrower may from time to time request pursuant in amounts requested by such Borrower (or the Company on behalf of such Borrower) up to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be the aggregate amount outstanding for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans all Lenders at any one time equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Maximum Credit at such time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed applicable Borrower or the amount of Lender’s Revolving Credit Commitment as Company, on behalf of such date. Within the foregoing limitsBorrower, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the shall request a Revolving Credit Period under this Section 2.01(a). All Loans not paid prior Loan by delivering a Notice of Borrowing to the last day Agent in accordance with the terms of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodSection 3.1(b). (b) If Except in the amount Agent’s discretion, with the consent of Lender’s Revolving Credit Commitment on any date is less than all Lenders, or as otherwise provided herein, (i) the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the aggregate amount of the Total Revolving Loans and the Letter of Credit Outstandings to an amount equal to or less than Obligations outstanding at any time shall not exceed the Maximum Credit and (ii) the aggregate principal amount of Lender’s Revolving the Loans and Letter of Credit CommitmentObligations outstanding to the Borrowers at any time shall not exceed the Borrowing Base at such time. (c) Borrower mayIn the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceeds the Maximum Credit or (ii) except as otherwise provided herein, the aggregate principal amount of the Loans outstanding to the Borrowers and Letter of Credit Obligations of the Borrowers outstanding exceeds the Borrowing Base, such event shall not limit, waive or otherwise affect any rights of the Agent or the Lenders in such circumstances or on any future occasions and the applicable Borrowers shall, upon five (5) Business Days’ prior written notice to Lenderdemand by the Agent, terminate entirely which may be made at any time, time or reduce from time to time time, immediately repay to the Agent the entire amount of any such excess(es) for which payment is demanded. All such amounts required to be repaid shall be applied to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account held by the Agent in respect of Letter of Credit Obligations (in an amount equal to 105% of the aggregate amount of $1,000,000 thereof). (d) The Borrowers shall have the right to repay Loans in whole or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmentin part from time to time; provided, however, that each partial repayment of a Loan shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof, and each partial repayment of a Loan made by the Agent in accordance with Section 6.11(a) shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof. The applicable Borrower shall give three Business Days’ irrevocable notice in the case of Eurocurrency Rate Loans and same-day irrevocable notice on any Business Day in the case of Prime Rate Loans, to the Agent (which shall notify the Lenders thereof as soon as practicable); provided that the Company may provide such notice on behalf of such Borrower. Payments shall be applied first to Prime Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All repayments under this Section 2.1(d) shall be subject to Section 3.3(d), but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring interest payment date that would have occurred had such Loan not been prepaid or, at the request of the Agent, interest on the principal amount prepaid shall be payable on any date that a repayment is made hereunder through the date of repayment. Amounts repaid may be reborrowed in accordance with the terms hereof. (e) The Borrowers shall have the right to terminate or permanently reduce the unused portion of the Maximum Credit at any time or from time to time upon not less than five Business Days’ prior notice to the Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be irrevocable and effective upon receipt by the Agent, provided that no such reduction or termination shall be permitted (i) at no time shall if after giving effect thereto, and to any repayments of the Loans made on the effective date thereof, the aggregate amount of Lender’s Revolving the Loans and the Letter of Credit Commitment Obligations outstanding would exceed the Maximum Credit or (ii) if such reduction or termination would reduce the Maximum Credit to below $10,000,000, unless such reduction or termination is in connection with the termination of this Agreement and repayment of the Obligations. (f) In addition to the prepayment required in Section 2.1(c), the Borrowers shall make the following prepayments: (i) To the extent Net Cash Proceeds received in connection with any Recovery Event are not used to acquire fixed or capital assets in replacement of the assets subject to such Recovery Event within 270 days of the receipt of such Net Cash Proceeds, immediately following the 270th day occurring after the receipt of such Net Cash Proceeds, the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (iii) below); provided that, (A) any Net Cash Proceeds shall be delivered to the Control Agent to be held in escrow until the earlier of (I) reinvestment in accordance with the terms of this Section 2.1(f)(i) and (II) the occurrence of an Event of Default at which time the Net Cash Proceeds shall be used to prepay the Loans as set forth herein and (B) after the occurrence and during the continuance of an Event of Default, any Net Cash Proceeds received in connection with any Recovery Event shall be promptly used to prepay the Loans (such prepayment to be applied as set forth in clause (iii) below) and the Borrowers and their Subsidiaries shall not have the right to reinvest such Net Cash Proceeds. (ii) Promptly and in any event within five (5) Business Days following the occurrence of any Asset Disposition, the Borrowers shall prepay the Loans in an aggregate amount equal to the Net Cash Proceeds of the related Asset Disposition. Such prepayment shall be applied as set forth in clause (iii) below. Notwithstanding the foregoing provisions of this clause (ii), no prepayment shall be required on account of Asset Dispositions involving the sale, lease or other disposition of assets for an aggregate purchase price of $500,000 or less in any fiscal year; provided that, to the extent the assets subject to such Asset Dispositions comprise part of the Borrowing Base, (A) the Borrowing Base shall be reduced to a figure less than reflect such Asset Disposition and (B) the Total Revolving Credit Outstanding, Loan Parties shall make any prepayments required pursuant to Section 2.1(c) arising from any reduction to the Borrowing Base pursuant to preceding clause (iiA) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and resulting from such Asset Disposition. (iii) any such termination or reduction Subject to the terms of the ABL Intercreditor Agreement, all amounts required to be paid pursuant to this Section 2.1(f) shall be permanent applied to the Revolving Loans and Borrower (after all Revolving Loans have been repaid) to a cash collateral account held by the Agent in respect of Letter of Credit Obligations (in an amount equal to 105% of the aggregate amount thereof). Within the parameters of the applications set forth above for Revolving Loans, prepayments shall have no right be applied first to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentBase Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities.

Loans. (a) Subject to Upon the terms and conditions and relying upon the representations and warranties herein set forth in this Agreement and so long as no Default or Event of Default has occurred and forth, each Bank which is continuing, during a party hereto on the Revolving Credit Period, Lender Closing Date severally agrees to make such loans a Loan to the Borrower (individually, a “Loan” and collectively, denominated in Dollars on the “Loans”) as Borrower may from time Closing Date up to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may Loans not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans exceeding at any one timetime outstanding the amount set opposite such Bank's name on the signature pages hereof as such Bank's Commitment (such amount being such Bank's "Commitment"). The aggregate principal amount Amounts borrowed hereunder and repaid or prepaid may not be reborrowed. (b) Principal of the Loans that Lender outstanding on such date (if any) shall be required to have outstanding under this Agreement as due and payable, together with accrued and unpaid interest thereon, in equal quarterly installments of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limitsC$937,500, Borrower may borrow under this Section 2.01(a)commencing on May 1, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to 1999, with each subsequent installment due on the last day of each fiscal quarter, until the Revolving Credit PeriodMaturity Date, or if earlier, the Termination Date. On the Maturity Date, or if earlier, the Termination Date, all remaining principal of the Loans outstanding shall be due and payable, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentthereon. (c) The Borrower mayshall execute and deliver to the Agent for each Bank to evidence the Loan made by each Bank, upon five a promissory note (5) Business Days’ prior written notice each, as the same may be amended, modified or extended from time to Lender, terminate entirely at any time, or reduce a "Note"), which shall be (i) dated the Closing Date; (ii) in the principal amount of such Bank's Commitment; and (iii) in substantially the form attached hereto as Exhibit A, with the blanks appropriately filled. The outstanding principal balance of each Note shall be payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time by an aggregate outstanding at the rate per annum determined as specified in Section 3, payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of such Note. (d) The Agent shall promptly notify each Bank which is a party hereto on the Closing Date of the applicable interest rate under Section 3.1. In the case of all borrowings, each Bank shall, before 11:00 (Dallas time) on the Closing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in immediately available funds, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Closing Date the Agent shall make the borrowing available to the Borrower at its Domestic Lending Office in immediately available funds. Each Bank may, at its option, post on a schedule attached to its Note (x) the date and principal amount of $1,000,000 or any larger multiple each Loan made under such Note; (y) the rate of $1,000,000 the unused portions interest each such Loan will bear; and (z) each payment of Lender’s Revolving Credit Commitmentprincipal thereon; provided, however, that (i) at no time any failure of such Bank to so mark xxxh Note shall not affect the amount of Lender’s Revolving Credit Commitment Borrower's obligations thereunder; and provided further that such Bank's records as to such matters shall be reduced controlling, absent manifest error, whether or not such Bank has so marked such Note. Any deposit to the Borrower's demand deposit account by the Agent pursuant to a figure less than request (whether written or oral) believed by the Total Revolving Credit Outstanding, (ii) at no time shall Agent to be an authorized request by the amount of Lender’s Revolving Credit Commitment be reduced to Borrower for a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction Loan hereunder shall be permanent and deemed to be a Loan hereunder for all purposes with the same effect as if the Borrower shall have no right had in fact requested the Agent to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentmake such Loan.

Loans. (a) Subject The Banks previously made loans to the terms and conditions set forth in this Agreement and so long as no Default or Event Borrowers pursuant to the Existing Credit Agreement. In consideration of Default has occurred and is continuingthe Restructuring Transactions, during the Revolving Credit Period, Lender agrees Banks have agreed to make reduce Borrowers’ liability under such loans to Borrower Four Million Five Hundred Thousand Dollars (individually$4,500,000), to be a “Loan” term Loan hereunder. Any loans outstanding under the Existing Loan Agreement as of the Closing Date shall be deemed, and collectivelyshall hereafter be, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan Loans outstanding under this Section 2.01(aAgreement. Borrowers, Administrative Agent and the Banks hereby acknowledge and agree that $4,500,000 of unpaid principal (with no accrued and unpaid interest thereon as of the Closing Date) which is a Daily LIBOR outstanding under the Existing Loan shall be for an aggregate principal Agreement and such amount of at least $50,000.00 or any larger multiple principal (with no accrued and unpaid interest thereon as of $10,000.00. Each Loan under this Section 2.01(athe Closing Date) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have remain outstanding under this Agreement as of any date the Closing Date and shall not exceed be evidenced by the amount of Lender’s Revolving Credit Commitment Note executed as of such date. Within the foregoing limitsClosing Date, Borrower may borrow and all notes issued and outstanding under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid Existing Loan Agreement immediately prior to the last day execution of this Agreement are deemed consolidated, amended, restated and replaced by the Note issued on the Closing Date. The Loans deemed made or advanced by each Bank to the Borrowers shall be evidenced by the Banks’ respective Notes from the Borrowers. The Borrowers may not borrow any additional amount hereunder; the only Loans being made under this Agreement are the term loans deemed outstanding as of the Revolving Credit PeriodClosing Date, which are evidenced by a Note in the principal amount of $4,500,000 issued on the Closing Date. Borrowers shall repay in full on the Maturity Date any balance of the Loans outstanding on the Maturity Date, together with all accrued and but unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the interest. Any amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentLoans repaid cannot be reborrowed. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Xxxxxx (a) Subject such time to be posted to the terms and conditions set forth TALF Website in this Agreement and so long as no Default or Event advance of Default has occurred and is continuingsuch Loan Subscription Date), during each Primary DealerTALF Agent may submit to Lender, through secure email to the Revolving Credit Period, Lender agrees email address specified by Xxxxxx from time to make such loans to Borrower (individuallytime, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (an “Loan” and collectively, Initial Loan Request”). Each Initial Loan Request shall be in the “Loans”) as Borrower may form specified by Lender from time to time request and shall set forth the information required to be set forth therein in accordance with the TALF Standing Loan Facility Procedures, on an aggregate basis for all Applicable Borrowers. Lender shall promptly provide Custodian with the information contained in each such Initial Loan Request. Notwithstanding the foregoing, a Primary DealerTALF Agent shall not be permitted to submit an Initial Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to Section 2.02. Each which it became a party hereto and (y) in the case of a Loan under this Section 2.01(ato be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to thesuch Offering Materials with respect to such Item of Collateral and (3) not later than the Business Day after each furtherany supplement to thesuch Offering Materials with respect to such Item of Collateral is a Daily LIBOR Loan shall be for furnished to prospective investors, each such supplement, together with an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(aAUP Report (TALF) which is a LIBOR Loan shall be for and an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00update to the earlier AUP Report (Industry); provided, that Borrower all supplements, AUP Reportseach such supplement and related AUP Report (TALF) and update to AUP ReportsReport (Industry) with respect to each Item of Newly Issued CMBS Collateral shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented thereafterafter such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than one hour after the time when the subscription period closes as specified by Xxxxxx (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each Primary DealerTALF Agent that has submitted an Initial Loan Request shall submit to Custodian a follow-up loan request that shall include information on a borrower-by-borrower basis, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B (each such request, a “Loan Request”). On each Loan Subscription Date, each such Primary DealerTALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered, including as required by the second paragraph of Section 3.1), with respect to all assets that its Applicable Borrowers desire to have outstanding and Lender included in the Collateral for the requested Loans; provided, that Offering Materials shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid fifth Business Day prior to each scheduled Loan Closing Date, in the last day case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower Applicable Primary DealerTALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto, shall be due and payable . Not later than 5:00 p.m. on the last day of the Revolving Credit Period. fourth Business Day (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may beof a Loan to be secured by CMBS Collateral, Lender’s Revolving Credit Commitment.the fifth Business Day) prior to each scheduled Loan Closing Date, each Primary DealerTALF Agent that has submitted a Loan Request

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender agrees to make such loans Loans denominated in Dollars to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Borrowers from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for during the Availability Period in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight result in (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of x) such Lender’s 's Revolving Credit Exposure exceeding such Lender's Commitment as or (y) the sum of such datethe total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limitslimits and subject to the terms and conditions set forth herein, Borrower the Borrowers may borrow under this Section 2.01(a)borrow, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)Loans. All Loans not paid prior Each Lender severally agrees, subject to the last day all of the Revolving Credit Period, together with all accrued terms and unpaid interest thereon and all fees and other amounts owing by Borrower conditions of this Agreement to Lender with respect thereto, make Loans as follows: (a) Each Loan shall be due and payable on made as part of a Borrowing consisting of Loans made by the last day Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Revolving Credit PeriodLenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (b) If the amount Subject to Section 2.11, each Borrowing shall be comprised entirely of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether ABR Loans or Eurodollar Loans as a result Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of Borrower’s election such Lender to decrease make such Loan; provided that any exercise of such option shall not affect the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount joint and several obligation of the Total Revolving Credit Outstandings Borrowers to an amount equal to or less than repay such Loan in accordance with the amount terms of Lender’s Revolving Credit Commitmentthis Agreement. (c) Borrower mayAt the commencement of each Interest Period for any Eurodollar Borrowing, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by such Borrowing shall be in an aggregate amount of $1,000,000 or any larger that is an integral multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but 3,000,000 and not less than $5,000,000 and (iii) any 3,000,000. At the time that each ABR Borrowing is made, such termination or reduction ABR Borrowing shall be permanent 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. 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 total of seven Eurodollar Borrowings outstanding. (d) Notwithstanding any other provision of this Agreement, no Borrower shall have no right be entitled to thereafter reinstate request, or increaseto elect to convert or continue, as any Borrowing if the case may be, Lender’s Revolving Credit CommitmentInterest Period requested with respect thereto would end after the Maturity Date.

Loans. (a) 2.1 Subject to all of the terms and conditions set forth in this Agreement hereinafter contained, Bank agrees to make available to Borrower a revolving line of credit (the "Revolving Credit") with a maximum aggregate principal amount at any one time outstanding of $12,000,000.00. Advances under the Revolving Credit, including without limitation, prior advances made under the Prior Credit Line, shall be made against and so long evidenced by a revolving note of Borrower of even date herewith (the "Revolving Note") and all such advances shall mature as no Default or Event of Default has occurred and is continuing, during therein provided. All advances under the Revolving Credit Periodshall bear interest (computed for the actual number of days elapsed on the basis of a 360-day year) until maturity (whether by lapse of time, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, acceleration or otherwise) at the “Loans”) as Borrower may Prime Rate from time to time request pursuant in effect or, at Borrower's option exercised in accordance with the LIBOR Agreement, the rate determined by adding 1.60% to Section 2.02LIBOR determined in accordance with the LIBOR Agreement. Each Loan Interest on advances under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to shall be payable on the last first day of each month during the term of the Revolving Credit Periodcommencing October 1, together with 2000. All outstanding principal and all accrued and unpaid interest thereon on the Revolving Note, including without limitation all outstanding principal and all fees accrued and other amounts owing by Borrower to Lender with respect theretounpaid interest on the Prior Credit Line, shall be due and payable on August 31, 2003. (A) The Revolving Credit shall be subject to all of the last day terms hereof, may be availed of by Borrower from time to time, may be repaid by Borrower and availed of by Borrower again. All loan requests under the Revolving Credit shall be in multiples of $5,000.00 and in the minimum amount of $5,000.00. Any change in the interest rate on advances under the Revolving Credit resulting from a change in the Prime Rate shall be and become effective as of and on the date of the relevant change in the Prime Rate. (B) The amount and date of each advance made under the Revolving Credit and the amount and date of each payment of principal and interest thereon shall be recorded by Bank on its books and records and the amount of principal and interest shown on the Bank's books and records as owing on the Revolving Note from time to time shall be prima facie evidence of the amount so owing. The failure to so record any amount or any error in so recording any such amount, however, shall not limit or otherwise affect Borrower's obligations hereunder or under the Revolving Note to repay the principal amount of the Revolving Credit Periodtogether with all accrued interest thereon. (bC) If Borrower shall give Bank irrevocable telephonic notice prior to 1:00 p.m. (Chicago time) on the date it requests that any advance be made to it under the Revolving Credit. Each notice shall be effective upon receipt by Bank and shall specify the amount and date of Lender’s such advance. The proceeds of each advance under the Revolving Credit Commitment shall be made available to Borrower at the principal office of Bank. Borrower does hereby irrevocably confirm, ratify and approve all such advances by Bank and does hereby indemnify Bank against losses, liabilities and expenses (including court costs and attorneys' fees) and shall hold Bank harmless with respect thereto. 2.2 Subject to all of the terms and conditions contained in the Prior Agreement, as amended and restated hereby, Bank loaned to Borrower $3,350,000 (the "Term Loan") evidenced by an installment note of Borrower dated June 5, 1998 (the "Installment Note"). Principal under the Installment Note shall bear interest (computed for the actual number of days elapsed on any date is less than the Total Revolving Credit Outstandings on such datebasis of a 360-day year) until maturity (whether by lapse of time, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) acceleration or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay at the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce Prime Rate from time to time in effect or, at Borrower's option exercised in accordance with the LIBOR Agreement, the rate determined by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 adding 2.25% to LIBOR from time to time determined in accordance with the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction LIBOR Agreement. Interest shall be permanent paid on the first day of each month commencing on July 1, 1998. Interest and Borrower $55,833 in principal shall have no right to thereafter reinstate or increasebe paid on the first day of each month, in accordance with a five year amortization, commencing on February 1, 1999. All outstanding principal and all accrued and unpaid interest on the Installment Note shall be due and payable May 31, 2003. Any change in the interest rate under the Installment Note resulting from a change in the Prime Rate shall be and become effective as of and on the case may be, Lender’s Revolving Credit Commitmentdate of the relevant change in the Prime Rate.

Loans. The unpaid balance of Advances under the Revolving Credit and the Acquisition Facility. Loan Documents - Collectively, this Agreement, the Note(s), the Guaranty, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time. Material Adverse Effect - An occurrence or state of events which results in a material adverse effect upon (a) Subject the business, assets, properties, financial condition, stockholders’ equity, contingent liabilities, prospects, material agreements or results of operations of Borrower or any Guarantor, taken as a whole, or (b) Borrower’s or any Guarantor’s ability to pay the Obligations in accordance with the terms hereof, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of Lender hereunder or thereunder. Maximum Availability- As of the date of determination thereof, an amount equal to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Maximum Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02Amount minus outstanding Advances. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Maximum Revolving Credit Commitment as Amount - The sum of such dateTen Million Dollars ($10,000,000.00). Within the foregoing limitsNote(s) - The Revolving Credit Note and each Acquisition Note. Obligations - All existing and future debts, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 liabilities and reborrow obligations of every kind or nature at any time during the Revolving Credit Period owing by Borrower to Lender, whether under this Section 2.01(aAgreement, or any other existing or future instrument, document or agreement, between Borrower or Lender, whether joint or several, related or unrelated, primary or secondary, matured or contingent, due or to become due (including debts, liabilities and obligations obtained by assignment). All Loans , and whether principal, interest, fees, indemnification obligations hereunder or Expenses (specifically including interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Borrower, whether or not paid prior to the last day a claim for such post-commencement interest is allowed), including, without limitation, debts, liabilities and obligations in respect of the Revolving Credit Periodand any extensions, together with modifications, substitutions, increases and renewals thereof; any amount payable by Borrower or any Subsidiary of Borrower pursuant to an Interest Hedging Instrument; the payment of all accrued amounts advanced by Lender to preserve, protect and unpaid interest thereon enforce rights hereunder and in the Collateral; and all fees and Expenses incurred by Lender. Without limiting the generality of the foregoing, Obligations shall include any other amounts debts, liabilities or obligations owing by Borrower to Lender in connection with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any timecash management, or reduce from time other services (including electronic funds transfers or automated clearing house transactions) provided by Lender to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseBorrower, as the case may bewell as any other loan, advances or extension of credit, under any existing or future loan agreement, promissory note, or other instrument, document or agreement between Borrower and Lender’s Revolving Credit Commitment. PBGC - The Pension Benefit Guaranty Corporation.

Loans. (a) Subject to the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Period, each Lender severally agrees to make such loans Loans to the Borrower (individually, in a “Loan” and collectively, the “Loans”) as Borrower may Permitted Currency from time to time request pursuant to from the Closing Date through the Revolving Credit Termination Date as requested by the Borrower in accordance with the terms of Section 2.02. Each Loan under this Section 2.01(a2.2; provided, that (a) which is a Daily LIBOR Loan shall be for an the Dollar Amount of the aggregate principal amount of at least $50,000.00 or all outstanding Loans (after giving effect to any larger multiple amount requested) shall not exceed the lesser of $10,000.00. Each Loan under this Section 2.01(a(i) which is a LIBOR Loan shall be for an the Aggregate Commitment less the sum of the Dollar Amount of all outstanding L/C Obligations and (ii) the Borrowing Base less the sum of the Dollar Amount of all outstanding L/C Obligations, (b) the Dollar Amount of the aggregate principal amount of all Loans made in an Alternative Currency shall not exceed the Alternative Currency Commitment and (c) the Dollar Amount of the aggregate principal amount of outstanding Loans from any Lender to the Borrower shall not at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and time exceed such Lender's Available Commitment. Each Loan by a Lender shall not be obligated in a principal amount equal to make more than eight (8) LIBOR Loans at any one time. The such Lender's Commitment Percentage of the aggregate principal amount of Loans that Lender requested on such occasion. Loans to be made in an Alternative Currency shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans funded in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount Alternative Currency Amount of Lender’s such Loan. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Loans hereunder until the Revolving Credit CommitmentTermination Date. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) The 2027 Term Loan was advanced in full under the Existing Credit Agreement and is subject to the provisions of Section 1.5 and from and after the Closing Date will be deemed to be outstanding under this Agreement. The 2027 Term Loan shall mature on the 2027 Term Loan Maturity Date. The Borrower may not re-borrow any portion of the 2027 Term Loan which is repaid. (b) Subject to the terms and conditions set forth in this Agreement and so long as Agreement, each of the 2028 Term Lenders severally agrees to make a term loan (each, a “2028 Term Loan”) to the Borrower in Dollars on the Closing Date, in an aggregate principal amount equal to such 2028 Term Lender’s 2028 Term Commitment; provided, that in all events no Default or Event of Default has shall have occurred and is continuing, during be continuing and the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date Total Exposure shall not exceed the amount of Lender’s Revolving Credit Commitment as of such dateFacility Cap. Within the foregoing limits, The Borrower may not re-borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day portion of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date 2028 Term Loan which is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentrepaid. (c) Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower, and the Borrower may, upon five may borrow (5and repay and reborrow) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by an the Borrower to the Agent given in accordance with §2.8, such sums as are requested by the Borrower for the purposes set forth in §2.10 up to a maximum aggregate principal amount of $1,000,000 or outstanding (after giving effect to all amounts requested) at any larger multiple of $1,000,000 the unused portions of one time equal to such Revolving Credit Lender’s Revolving Credit Commitment; provided, howeverthat, that (i) at in all events no time Default or Event of Default shall have occurred and be continuing, the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than Exposure shall not exceed the Total Revolving Commitment, and the Total Exposure shall not exceed the Facility Cap. Any “Revolving Loans” (as defined in the Existing Agreement) that were advanced under the Existing Credit OutstandingAgreement and outstanding on the date hereof shall be subject to the provisions of Section 1.5 and from and after the Closing Date will be deemed to be outstanding as Revolving Loans under this Agreement. (d) The Loans shall be made pro rata in accordance with each Lender’s Applicable Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of Borrower set forth in §10 and §11 have been satisfied (unless waived by the Required Class Lenders of the of the Revolving Credit Lenders in writing) on the date of such request (or if such condition is required to have been satisfied only as of the initial Closing Date, that such condition was satisfied as of the Closing Date). The Agent may assume that the conditions in §10 and §11 have been satisfied (iiunless waived by the Required Class Lenders of the of the Revolving Credit Lenders in writing) at no time unless it receives prior written notice from a Lender that such conditions have not been satisfied or waived. No Lender shall have any obligation to make Loans to Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination its Note or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseits Commitment, as the case may be, Lender’s Revolving Credit Commitmentapplicable.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a(other than Swingline Loans) which is a Daily LIBOR Loan shall be for an aggregate principal amount made as part of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount Borrowing consisting of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed made by the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together Lenders ratably in accordance with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmenttheir applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not 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). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(g) and subject to Section 2.23, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, Minimum Applicable Borrowing Amount for such Loans or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of (x) in the case of US Dollar-Denominated Loans, ABR Loans or SOFR Loans, (y) in the case of Canadian Dollar-Denominated Loans, Canadian Prime Rate Loans or CDOR Rate Loans or (z) in the case of Alternate Currency-Denominated Loans, EURIBOR Loans or SXXXX Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Lender may at no its option make any SOFR Loan, Eurocurrency Rate Loan, SXXXX Loan or CDOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten SOFR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time, (y) ten Eurocurrency Rate Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (z) five CDOR Rate Borrowings (or such greater number as the Administrative Agent may agree in its reasonable sole discretion) outstanding hereunder at any time. (c) Except with respect to Loans deemed made pursuant to Section 2.02(g) and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to the applicable Payment Office of the Administrative Agent not later than 3:00 p.m., and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the 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. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lxxxxx’s portion of such Borrowing, the Administrative Agent may assume that such Lxxxxx 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 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 agrees 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 (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency-Denominated Loans, the rate per annum equal to the interest rate applicable to the Alternate Currency-Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any SOFR Borrowing, Eurocurrency Rate Borrowing or CDOR Rate Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such SOFR Borrowing, Eurocurrency Rate Borrowing or CDOR Rate Borrowing, as applicable. (f) [Reserved]. (g) If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 3:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Commitment Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be reduced promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the Borrower, (A) if such L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such L/C Disbursement is payable in any other Alternate Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to ABR Revolving Loans of the relevant Class, and (B) if such L/C Disbursement is payable in any Alternate Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Revolving Loans denominated in the respective Alternate Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of Canadian Dollar-Denominated Loans, the interest rate applicable to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentCanadian Prime Rate Borrowing).

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “"Loan” " and collectively, the “"Loans”") as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 500,000 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time100,000. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s 's Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving 51 Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s 's Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s 's election to decrease the amount of Lender’s 's Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s 's Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ ' prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s 's Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s 's Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s 's Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s 's Revolving Credit Commitment.

Loans. (a) Subject Bank agrees, subject to the terms and conditions set forth in this Agreement hereof, to lend Borrower at any time and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request on or before the Maturity Date sums (each year-end called a "Loan" and collectively the "Loans") which may be repaid and reborrowed pursuant to Section 2.02. Each Loan under this Section 2.01(a) the terms hereof and which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans exceed at any one time. The aggregate principal amount of Loans that Lender shall be required to have time outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to Commitment. Whenever Borrower desires a Loan hereunder, Borrower shall give Bank notice in the form of Exhibit "A" attached hereto (a "Borrowing and Interest Notice Request") specifying (a) the date (which shall be a Business Day in the case of a Loan based upon the Floating Base Rate or less than a LIBO Business Day in the case of a Loan based upon the LIBO Rate) of the proposed borrowing, (b) the amount of Lender’s Revolving Credit Commitment. to be borrowed, (c) the portion of the borrowing constituting a Loan based upon the Floating Base Rate and/or a Loan based upon the LIBO Rate (which LIBO Rate based Loan may only be in integral multiples of $500,000), and (d) if any portion of the proposed borrowing constitutes a LIBO Rate based Loan, the initial LIBO Interest Period selected by Borrower may(thirty days, upon five sixty days or ninety days). Such notice shall be given by 10 a.m. (5Dallas, Texas time) on the date of the proposed borrowing in the case of a Floating Base Rate Loan, and by 10 a.m. (Dallas, Texas time) two (2) Business Days’ Days prior to the date of the proposed borrowing in the case of a LIBO Rate based Loan. The notice required may be given telephonically by Borrower to Bank, but upon giving such telephonic notice Borrower shall immediately thereafter provide Bank with the written notice attached hereto as Exhibit A. All notices given under this Section shall be irrevocable. Not later than 12 noon (Dallas, Texas time) on the date of the proposed borrowing and upon fulfillment of all other conditions required by this Agreement, Bank will make such Loan available to Lender, terminate entirely at any time, or reduce from time to time Borrower by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall crediting the amount of Lender’s Revolving Credit Commitment be reduced thereof to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination Borrower's account with Bank or reduction shall be permanent and otherwise disbursing it as Borrower shall have no right to thereafter reinstate or increase, as request in writing. No Loans may be obtained after the case may be, Lender’s Revolving Credit CommitmentMaturity Date.

Loans. (a) Subject to the terms Each Lender agrees, severally and conditions set forth in this Agreement and not jointly, for so long as no Default or Event of Default has occurred and is continuingexists, during the to make Revolving Credit Period, Lender agrees to make such loans Loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant from the date hereof through September 15, 2003, as requested by Borrower in the manner set forth in subsection 3.1.1, up to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate maximum principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one timetime outstanding equal to the lesser of (i) such Lender's Revolving Loan Commitment and (ii) the product of such Lender's Revolving Loan Percentage multiplied by the Borrowing Base at such time MINUS reserves, if any, and MINUS the LC Amount. The aggregate principal amount of Loans that Lender Without duplicating such matters as are taken into account in determining eligibility, Agent shall be required have the right to have outstanding under this Agreement establish reserves in such amounts, and with respect to such matters, as of any date Agent shall not exceed reasonably deem necessary or appropriate, against the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Loans which Borrower may borrow otherwise request under this Section 2.01(a)subsection 1.1.1, prepay under Section 2.08 and reborrow at including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower's or any time during the of its Subsidiary's businesses; (ii) other sums then due which are chargeable against Borrower's Loan Account as Revolving Credit Period Loans under any section or subsection of this Agreement; and (iii) such other matters, events, conditions or contingencies as to which Agent, in its reasonable credit judgment, determines reserves should be established from time to time hereunder. Borrower, Lenders and Agent agree that any and all "Revolving Credit Loans", as such term is separately defined in the Original Loan Agreement, outstanding on the Closing Date shall be deemed to be Revolving Credit Loans advanced by the Lenders under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodAgreement. (b) If the amount of Lender’s Insofar as Borrower may request and Lenders may be willing in their sole and absolute discretion to make Revolving Credit Commitment on any date is less than Loans to Borrower at a time when the Total unpaid balance of Revolving Credit Outstandings on Loans plus the LC Amount exceeds, or would exceed with the making of any such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment Loan, the Borrowing Base (any such Loan or Loans being herein referred to individually as an "Overadvance" and collectively as "Overadvances"), Agent shall enter such Overadvances as debits in the Loan Account. All Overadvances shall be repaid on demand, shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Credit Loans generally. Any Overadvance to be made by Lenders pursuant to Section 2.01(c) or otherwise, Borrower the terms hereof shall be automatically required (without demand or notice of any kind made by Lender, all of which are hereby expressly waived by Borrower) to immediately repay Lenders ratably in accordance with their Revolving Loan Percentages. Overadvances in the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple less may, be made in the sole and absolute discretion of Agent. Overadvances in the aggregate amount of more than $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 2,000,0000 may, be made in the sole and absolute discretion of Majority Lenders. Overadvances in an aggregate amount of $2,000,000 or more shall require the consent of all Lenders. The foregoing notwithstanding, in no event, unless otherwise consented to by all Lenders, (iiix) shall any Overadvances be outstanding for more than 60 consecutive days, (y) after all outstanding Overadvances have been repaid, shall Agent or Lenders make any additional Overadvances unless 60 days or more have expired since the last date on which any Overadvances were outstanding or (z) shall Overadvances be outstanding for more than 90 days within any 180 day period. Borrower, Lenders and Agent hereby agree that any "Overadvances", as such termination or reduction term is separately defined in the Original Loan Agreement, outstanding on the Closing 2 Date shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as repaid in full by the case may be, Lender’s issuance on the Closing Date of a Base Rate Revolving Credit CommitmentLoan, which Borrower hereby acknowledges is requested and Lenders hereby agree to fund. Notwithstanding anything to the contrary in this subsection 1.1.1(b), in no event shall any Overadvances be made to the extent that the same would cause the unpaid balance of Revolving Credit Loans plus the LC Amount to exceed the aggregate Revolving Loan Commitments.

Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement Agreement, be repaid and, up to but excluding the Termination Date, be reborrowed. The Syndicated Loans and so long as all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no Default or Event of Default has occurred and is continuing, during later than the Revolving Credit Period, Lender agrees Final Maturity Date. Borrowings on any Funding Date with respect to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Syndicated Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for in Dollars, or in the requested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount of at least $50,000.00 or all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any larger multiple Borrower in an Alternative Currency if the Currency Equivalent in Dollars of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an the aggregate principal amount of at least all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $1,000,000.00 or 200,000,000. For purposes of determining (A) whether the making of any larger multiple of $250,000.00; provided, that Borrower may not have Borrowing will cause the outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to have outstanding under this Agreement as exceed the Total Commitment or (B) whether the making of any date shall not exceed Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Lender’s Revolving Credit Commitment as Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such date. Within a determination at the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day rate of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings exchange in effect on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject Each Revolving Loan Lender severally agrees, subject to all of the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuing(including, during the Revolving Credit Periodwithout limitation, Lender agrees SECTIONS 5.1 AND 5.2 hereof), to make such loans Revolving Loans to Borrower (individuallyBorrower, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each on or after the Effective Date and during the Revolving Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for Availability Period, in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one timetime outstanding up to but not exceeding such Revolving Loan Lender's Revolving Loan Commitment. The aggregate principal amount of Loans that Lender shall be required Subject to have outstanding under the conditions in this Agreement as of Agreement, any date shall not exceed the amount of Lender’s such Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid Loan repaid prior to the last day Revolving Loan Termination Date may be reborrowed pursuant to the terms of the Revolving Credit Periodthis Agreement; PROVIDED, together with all accrued and unpaid interest thereon that any and all fees and other amounts owing by Borrower to Lender with respect thereto, such Revolving Loans shall be due and payable on in full at the last day end of the Revolving Credit Loan Availability Period. Borrower, Agent and the Revolving Loan Lenders agree pursuant to Chapter 346 ("CHAPTER 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Revolving Notes or any Revolving Loan Obligation and that neither the Revolving Notes nor any Revolving Loan Obligation shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. The aggregate of all Revolving Loans to be made by the Revolving Loan Lenders in connection with a particular borrowing shall be equal to $500,000 or an integral multiple of $100,000 in excess thereof. (b) If the amount of Lender’s Each Short Term Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such dateLoan Lender severally agrees, whether as a result of Borrower’s election subject to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by the terms and conditions of this Agreement (including, without limitation, SECTIONS 5.1 AND 5.2 hereof), to make Short Term Revolving Loans to Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by on or after the Effective Date and during the Short Term Revolving Loan Availability Period, in an aggregate principal amount at any one time outstanding up to but not exceeding such Short Term Revolving Loan Lender's Short Term Revolving Loan Commitment. Subject to the conditions in this Agreement, any such Short Term Revolving Loan repaid prior to the Short Term Revolving Loan Termination Date may be reborrowed pursuant to the terms of $1,000,000 this Agreement; PROVIDED, that any and all such Short Term Revolving Loans shall be due and payable in full at the end of the Short Term Revolving Loan Availability Period. Borrower, Agent and the Short Term Revolving Loan Lenders agree that Chapter 346 shall not apply to this Agreement, the Short Term Revolving Notes or any larger Short Term Revolving Loan Obligation and that neither the Short Term Revolving Notes nor any Short Term Revolving Loan Obligation shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever. The aggregate of all Revolving Loans to be made by the Short Term Revolving Loan Lenders in connection with a particular borrowing shall be equal to $500,000 or an integral multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment100,000 in excess thereof.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Periodherein, Lender agrees to make such loans advances to Borrower Borrower, from time to time during the period from and including the date hereof to but not including the Maturity Date (individually, each a “Loan” and collectively, collectively the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00the purposes hereinafter set forth; provided, however, that the aggregate amount of outstanding Loans shall not at any time exceed $3,100,000, as that amount is reduced under Section 2.1 (the “Loan Commitment”). Subject to the terms of this Loan Agreement, Borrower may not have outstanding borrow, repay and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed re-borrow the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)Loan Commitment. All Loans not paid prior to sums outstanding under the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, Loan Commitment shall be due and payable in full on the last day of the Revolving Credit Period. (b) If the amount of Maturity Date. At Lender’s Revolving Credit Commitment on any date is less than request, Borrower will execute and deliver to Lender a Note evidencing all Loans substantially in the Total Revolving Credit Outstandings on such date, whether as a result form of Borrower’s election to decrease the amount of Schedule A hereto. Lender’s Revolving Credit Commitment pursuant records with respect to Section 2.01(c) any and all sums borrowed, repaid, re-borrowed and prepaid, and other amounts due or otherwise, Borrower to become due hereunder shall be automatically required (without demand or notice of any kind by Lenderbinding upon the parties, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely absent manifest error. Lender may at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmentrefinance this Loan Agreement and all amounts owed hereunder with a third party lender under comparable terms; provided, however, that (ia) at no time shall the amount of Lender’s Revolving Credit Commitment Minority Shareholders will not, without their consent, be reduced required to a figure less than the Total Revolving Credit Outstandingpersonally guaranty such refinancing, (iib) at no time shall the amount absent approval by Borrower’s board of Lender’s Revolving Credit Commitment directors and shareholders, Borrower will not be reduced required to grant a figure greater security interest in its assets (other than zero (0its accounts receivable) but less than $5,000,000 to secure such refinancing and (iiic) any such termination or reduction shall be permanent and Borrower shall third party lender will not have no the right to thereafter reinstate or increase, as convert the case may be, Lender’s Revolving Credit Commitmentdebt to equity of the Borrower.

Loans. (a) Subject to As of the terms date hereof and conditions except as set forth in this Agreement Section 3.19(a) of the Bridge Disclosure Schedule, neither Bridge nor any Bridge Subsidiary is a party to any written or oral loan in which Bridge or any Bridge Subsidiary is a creditor which as of December 31, 2014 had an outstanding balance of $500,000 or more and so long under the terms of which the obligor was, as no Default of December 31, 2014, over 90 days or Event more delinquent in payment of Default has occurred principal or interest. Except as such disclosure may be limited by any applicable Law, rule or regulation, Section 3.19(a) of the Bridge Disclosure Schedule sets forth a true, correct and is continuingcomplete list of all of the loans of Bridge and its Subsidiaries that, during the Revolving as of December 31, 2014, had an outstanding balance of $500,000 or more and were classified by Bridge as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Period, Lender agrees to make such loans to Borrower Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import (individually, a “Loan” and collectively, the “Classified Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an ), together with the principal amount of and accrued and unpaid interest on each such loan and the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment accrued and unpaid interest on such loans as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day loans owned as of the Revolving Credit Perioddate hereof by Bridge or any Bridge Subsidiary, together or in which Bridge or any Bridge Subsidiary has an interest, comply in all material respects with all accrued Laws and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day regulations thereunder. As of the Revolving Credit Perioddate hereof, all loans owned by Bridge or any Bridge Subsidiary, or in which Bridge or any Bridge Subsidiary has an interest, have been made or acquired by Bridge in accordance with board of director-approved loan policies. Section 3.19(a) of the Bridge Disclosure Schedule includes a true and correct list of each outstanding loan owned as of the date hereof by Bridge and made for an amount equal to $500,000 or more which was made or acquired by Bridge pursuant to an exception from board of director-approved loan policies approved by Bridge’s board of directors. (b) If Except as would not reasonably be expected to result, individually or in the amount aggregate, in a Material Adverse Effect with respect to Bridge, each loan of Lender’s Revolving Credit Commitment Bridge and any Bridge Subsidiary outstanding as of the date hereof (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of Bridge and the Bridge Subsidiaries as secured loans, has been secured by valid liens, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity). Each of Bridge and each Bridge Subsidiary holds mortgages contained in its loan portfolio for its own benefit to the extent of its interest shown therein; such mortgages evidence liens having the priority indicated by the terms of such mortgages, including the associated loan documents, subject, as of the date of recordation or filing of applicable security instruments, only to such exceptions as are discussed in attorneys’ opinions regarding title or in title insurance policies in the mortgage files relating to the loans secured by real property or are not material as to the collectability of such loans; and all loans owned by Bridge and each Bridge Subsidiary are with full recourse to the borrowers, and each of Bridge and any Bridge Subsidiary has taken no action which would result in a waiver or negation of any rights or remedies available against the borrower or guarantor, if any, on any date is less than the Total Revolving Credit Outstandings on such date, whether loan (except as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to set forth at Section 2.01(c3.19(b) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to Bridge Disclosure Schedule). Schedule 3.19(b) includes a true and correct list of each loan owned by Bridge outstanding as of the date hereof and made for an amount equal to $500,000 or less than more for which Bridge has taken action which has resulted, or would result, in a waiver or negation of any rights or remedies available against the amount borrower or guarantor, if any, on such loans. Bridge and each Bridge Subsidiary have properly perfected or caused to be properly perfected all security interests, liens, or other interests in any collateral securing any loans made by it. True, correct and complete copies of Lender’s Revolving Credit Commitmentloan delinquency reports as of December 31, 2014 prepared by Bridge, which reports include all loans delinquent or otherwise in default, have been made available to WAL. True, correct and complete copies of the currently effective lending policies and practices of Bridge and each Bridge Subsidiary also have been made available to WAL. (c) Borrower mayEach outstanding loan of Bridge and any Bridge Subsidiary (including loans held for resale to investors) solicited and originated, upon five is and has been administered and, where applicable, serviced, and the relevant loan files are being maintained, in all material respects, in accordance with the relevant notes or other credit or security documents, the applicable written underwriting standards of Bridge and any Bridge Subsidiary (5and, in the case of loans held for resale to investors, the applicable underwriting standards, if any, of the applicable investors) Business Days’ prior written notice and all applicable Laws, regulations and rules. (d) None of the agreements pursuant to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 which Bridge or any larger multiple Bridge Subsidiary has sold loans or pools of $1,000,000 loans or participations in loans or pools of loans contains any obligation to repurchase such loans or interests therein solely on account of a payment default by the unused portions obligor on any such loan. All loans purchased or originated by Bridge or any Bridge Subsidiary and subsequently sold by Bridge or any Bridge Subsidiary have been sold without any liability under any yield maintenance or similar obligation. Each outstanding loan participation sold by Bridge or any Bridge Subsidiary was sold with the risk of Lender’s Revolving Credit Commitment; provided, however, non-payment of all or any portion of that underlying loan to be shared by each participant (iincluding Bridge or any Bridge Subsidiary) at no time shall proportionately to the share of such loan represented by such participation without any recourse of such other lender or participant to Bridge or any Bridge Subsidiary for payment or repurchase of the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than such loan represented by the Total Revolving Credit Outstanding, (ii) at no time shall the amount participation or liability under any yield maintenance or similar obligation. Each of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 Bridge and (iii) any such termination or reduction shall be permanent Bridge Subsidiary have properly fulfilled in all material respects its respective contractual responsibilities and Borrower shall have no right to thereafter reinstate or increase, respective duties in any loan in which it acts as the case may belead lender or servicer and has complied in all material respects with its duties as required under applicable regulatory requirements. (e) Section 3.19(e) of the Bridge Disclosure Schedule sets forth a list of all loans outstanding as of the date hereof and made by Bridge or any Bridge Subsidiary to any “executive officer” or other “insider” (as each such term is defined in Regulation O (12 C.F.R. §215.2(h)) promulgated by the Federal Reserve Board) of Bridge or any Bridge Subsidiary. (f) Neither Bridge nor any Bridge Subsidiary is now, Lender’s Revolving Credit Commitmentnor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer loans.

Loans. Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each quarter. Interest in respect of Eurodollar (aReserve Adjusted) Subject Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment or prepayment of Loans and at maturity. All interest, unused commitment fees and other fee calculations shall be based on a 360-day year and actual days elapsed; provided that interest on Base Rate Loans calculated by reference to the terms prime lending rate shall be based on a 365/366-day year and conditions set forth in this Agreement and so long as no actual days elapsed Default or Event Interest During any event of Default has occurred and is continuing, during default under the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectivelyLoan Agreement, the “Loans”interest rate per annum otherwise payable under the Loan Agreement shall be increased to a rate per annum equal to the greater of (i) as Borrower may the rate which is 2% in excess of the rate otherwise applicable to the Base Rate Loans from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(aand (ii) the rate which is a Daily LIBOR Loan 2% in excess of the rate then borne by outstanding borrowings. Such interest shall be payable on demand. Prepayment Following the one-year anniversary of the earlier of (i) the Completion Date and (ii) the Outside Date (the "Initial Amortization Date"), Borrower may, at its option, by giving at least 30 days advance written notice to the Collateral Agent, prepay all or a portion (subject to a minimum amount to be mutually agreed) of the Loan Amount for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior equal to the last day of the Revolving Credit Period, together with total outstanding Loan Amount being prepaid plus all accrued and unpaid interest thereon and all fees and therein plus any other amounts owing by Borrower owed to Lender with respect thereto, shall be due and payable the Collateral Agent or the Lenders; provided that Eurodollar (Reserve Adjusted) Loans that are prepaid on any day other than the last day of an interest period applicable thereto shall be accompanied by customary breakage costs. 4 Following an event of loss to the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on Equipment or an item or items thereof with a minimum value to be mutually agreed, Borrower shall, unless Borrower has substituted such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment Equipment with other equipment pursuant to Section 2.01(c) or otherwiseII.O. below, Borrower shall be automatically required (without demand or notice of any kind by Lenderprepay all, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseall, as the case may be, of the Loan Amount for an amount equal to the total outstanding Loan Amount relating to the Equipment suffering an event of loss plus all accrued and unpaid interest thereon plus any other amounts owed to the Collateral Agent or the Lenders; provided that Eurodollar (Reserve Adjusted) Loans that are prepaid on any day other than the last day of an interest period applicable thereto shall be accompanied by customary breakage costs. Unused Fee With respect to each Lender’s Revolving Credit Commitment's respective outstanding Commitment hereunder, each Lender will receive a fee based on the unfunded portion of its Commitment equal to 2.50% per annum and increase to 3.00% per annum on January 1, 2003, and to 4.00% per annum on July 1, 2003 based on the unutilized commitments under the Loan Agreement. Amortization Please see Schedule II for an indicative amortization schedule. The principal component of each installment payment, beginning with the first payment after the Initial Amortization Date, will be in an amount sufficient, when aggregated with all other scheduled installments of principal, to fully amortize the outstanding Loan Amount by the Maturity Date. Take Down Schedule The Loans will be drawn upon on any Advance Date (as hereinafter defined) pro rata on the basis of the relative maximum Commitments. Representations The Borrower shall make customary representations (subject to customary exceptions) for a financing of this type, including without limitation, representations with respect to: financial statements (including pro forma financial statements); absence of undisclosed liabilities; no material adverse change; maintenance of existence; compliance with law; corporate or organizational power and authority; enforceability of Loan Documents; no conflict with law or contractual obligations; no material litigation; no default; ownership of property; indebtedness; liens; intellectual property; taxes; Federal Reserve regulations; ERISA; Investment Company Act; licenses; permits; franchises and regulatory approvals (including without limitation, FAA and Nevada gaming approvals); subsidiaries; environmental matters; solvency; labor matters; accuracy of disclosure; creation, perfection and priority of security interests; and status of the Loan Agreement as senior debt.

Loans. (a) Subject to and upon the terms and conditions set forth in this Agreement contained herein, each Lender severally (and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender not jointly) agrees to make such loans its Pro Rata Share of Revolving Loans to each Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow outstanding at any time during equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodLoan Limit at such time. (b) If Except in Agent’s discretion, with the amount consent of Lender’s Revolving Credit Commitment on any date is less than all Lenders, or as otherwise provided herein, (i) the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the aggregate amount of the Total Revolving Loans and the Letter of Credit Outstandings to an amount equal to or less than Accommodations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of Lender’s the Revolving Loans and Letter of Credit CommitmentAccommodations outstanding at any time shall not exceed the lesser of the Borrowing Base or the Revolving Loan Limit, (iii) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Loan Limit of such Borrower, (iv) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory consisting of Precious Metals Inventory and/or Eligible Consigned Precious Metals Inventory shall not exceed $17,500,000, (v) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory and/or Eligible Consigned Precious Metals Inventory shall not exceed the Inventory Loan Limit; (vi) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Inventory consisting of Thermount fiber shall not exceed $500,000; and (vii) the aggregate principal amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time based on Eligible Xxxxx Materials shall not exceed $2,500,000. (c) Borrower mayIn the event that the aggregate outstanding principal amount of the Revolving Loans and Letter of Credit Accommodations exceeds the Borrowing Base or the Revolving Loan Limit, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on Eligible Inventory and/or Eligible Consigned Precious Metals Inventory exceeds the sublimit set forth above, or the aggregate amount of the outstanding Letter of Credit Accommodations exceed the Letter of Credit Sublimit, or the aggregate amount of the Loans and Letter of Credit Accommodations exceed the Maximum Credit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon five (5) Business Days’ prior written notice to Lenderdemand by Agent, terminate entirely which may be made at any time, time or reduce from time to time by an aggregate time, immediately repay to Agent the entire amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentexcess(es) for which payment is demanded.

Loans. (a) Subject to the terms and conditions set forth herein, and subject to the satisfaction of the conditions set forth in this Agreement Section 6 hereof, the Bank may, in its sole discretion, lend and so long as no Default relend to one or more Borrowing Funds, during the period from the Effective Date to the earlier of (i) the Maturity Date, or (ii) the date of the occurrence of an Event of Default has occurred and is continuingin respect of such Fund or Funds, during unless waived in a writing signed by the Revolving Credit PeriodBank, Lender agrees such amounts as the Trust may from time to make time request for such loans to Borrower Borrowing Fund hereunder (individually, each individually a “Loan” and collectively, the “Loans”) as Borrower may from time up to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of outstanding at least $50,000.00 any time not to exceed either the Borrowing Fund Limit for each such Borrowing Fund or any larger multiple of $10,000.00the Maximum Amount. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an If the aggregate principal amount of at least $1,000,000.00 or Loans made to any larger multiple of $250,000.00; provided, that Borrower may not have Borrowing Fund hereunder and outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as time exceeds either of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a)then such Borrowing Fund shall, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon within five (5) days thereof, repay a sufficient amount of the Loans to bring the outstanding Loan amount within such limits. The proceeds of Loans may only be used by the Borrowing Fund for short term liquidity in connection with shareholder redemptions permitted under the Fund Statement and Prospectus. Because of such limited usage, it is contemplated by both parties hereto that this facility shall consist of term Loans due in forty-five (45) Business Days’ prior written notice . This Agreement does not establish a commitment or obligation of the Bank to Lender, terminate entirely at lend money to any time, Borrowing Fund hereunder. The decision of whether or reduce from time not to time by an aggregate amount of $1,000,000 or make any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction Loan shall be permanent made by the Bank in its sole and Borrower absolute discretion. As noted above, it is contemplated by both parties hereto that this facility shall have no right to thereafter reinstate or increaseconsist of (a) an initial term Loan due in forty-five (45) Business Days, as to which the case may beBank may, Lender’s Revolving Credit Commitmentbut is not obligated to, relend prepaid amounts up to the Borrowing Fund Limit during such term, followed by (b) additional term Loans up to such Borrowing Fund Limit with identical forty-five (45) Business Day terms. For purposes of clarity, any second or additional Loans to the same Borrowing Fund allowed by the Bank during the 45 Business Day term of an outstanding Loan is due at the same time as such outstanding Loan (i.e. at the end of its 45 Business Day term).

Loans. (a) Subject to the terms and conditions set forth in The Borrower may borrow amounts under this Agreement and so long as no Default or Event of Default has occurred and is continuing, during in any amount requested by the Revolving Credit Period, Lender agrees to make such loans to Borrower (individuallyeach such borrowing, a “Loan” and collectively”; together with each other Loan, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(aduring the Availability Period; provided, that (i) which is a Daily LIBOR Loan shall be for an the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an all Loans made hereunder plus the aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and all loans made under the Lender Claim Trust Loan Agreement shall not be obligated to make more than eight (8) LIBOR Loans exceed the Maximum Loan Amount at any one time. The , (ii) the proceeds of all Loans shall be used solely in furtherance of the Trust Purpose (including, but not limited to, for the avoidance of doubt, to fund and/or reimburse any of the fees, costs and expenses of the professionals retained by the Borrower in connection therewith), (iii) no borrowing request hereunder shall request Loans in an amount that would exceed the Available Amount at such time and (iv) if, after giving effect to the making of a Loan, the aggregate principal amount of Loans that Lender shall be required to have outstanding made under this Agreement (including such Loan requested) plus the aggregate principal amount of all loans made under the Lender Claim Trust Loan Agreement, in each case, as of any the date shall not of such Loan, would exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limitsMaximum Loan Amount, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce then the amount of the Total Revolving Credit Outstandings requested Loan shall be automatically reduced to an amount equal the Available Amount at such time (for the avoidance of doubt, no Loans may be requested or funded until $13,000,000 has been contributed to or less than the Trusts by the Lender pursuant to Article V.F and Article V.G of the Plan (“Non Loan Contribution”) and the entire amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time the Non Loan Contribution has been used by an aggregate amount the Trusts in furtherance of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall Trust Purpose and/or the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than trust purpose under the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseLender Claim Trust Agreement, as the case applicable). Loans borrowed hereunder and prepaid or repaid may be, Lender’s Revolving Credit Commitment.not be reborrowed. 1930345.02-NYCSR07A - MSW

Loans. hereunder (i) will be evidenced by the Borrower's grid Amended and Restated Revolving Promissory Note in the form of EXHIBIT A hereto (as the same may be amended or otherwise modified from time to time, the "Note") duly executed by the Borrower and (ii) will mature and bear interest as provided in the Note. If there is no default and/or Event of Default under this Agreement and/or the Note, the Borrower shall be entitled to request and receive Loans in accordance with the provisions of this Agreement. The Bank shall have no obligation to make Loans after the then applicable Maturity Date. (a) Subject to the terms extension provisions hereof, any Loans outstanding hereunder and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on March 11, 2001 (the last day of the Revolving Credit Period"First Maturity Date"). (b) If If, as of the amount date of Lender’s Revolving Credit Commitment on any date is less the notice of the Borrower referred to in this PARAGRAPH and the First Maturity Date, no Event of Default and no event which with notice or the lapse of time or both would become an Event of Default shall then be continuing, then the Borrower, by written notice to the Bank not later than thirty (30) days prior to the Total Revolving Credit Outstandings on First Maturity Date and not earlier than sixty (60) days prior to such date, whether as shall have the option to extend the maturity of this facility for three (3) months (the "First Extension Period") to June 11, 2001 (the "Second Maturity Date"). At the time the Borrower exercises the option to extend the term of this facility for the First Extension Period, it shall pay the Bank a result non-refundable fee of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower $250,000; such fee shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to payable in immediately repay available federal funds at the Loans in an amount sufficient to reduce the amount office of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentBank first set forth above. (c) If, as of the date of the notice of the Borrower mayreferred to in this PARAGRAPH and the Second Maturity Date, upon five (5) Business Days’ prior no Event of Default and no event which with notice or the lapse of time or both would become an Event of Default shall then be continuing, then the Borrower, by written notice to Lenderthe Bank not later than thirty (30) days prior to the Second Maturity Date and not earlier than sixty (60) days prior to such date, terminate entirely at any timeshall have the option to extend the maturity of this facility for three (3) months (the "Second Extension Period") to September 11, or reduce from 2001 (the "Final Maturity Date"). At the time the Borrower exercises the option to time by an aggregate amount extend the term of this facility for the Second Extension Period, it shall pay the Bank a non-refundable fee of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment250,000; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction fee shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as payable in immediately available federal funds at the case may be, Lender’s Revolving Credit Commitmentoffice of the Bank first set forth above.

Loans. Except as set forth on Schedule 7.5, make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except with respect to (a) Subject to advances, loans or extensions of commercial trade credit in connection with the terms and conditions set forth sale of Inventory in this Agreement and so long as no Default or Event the ordinary course of Default has occurred and is continuingits business, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If advances, loans or extensions of credit to its employees in the amount ordinary course of Lender’s Revolving Credit Commitment on any date is less than business not to exceed the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 at any time outstanding, (c) advances, loans or extensions of credit which, when aggregated with the loans set forth on Schedule 7.5 and the guarantees permitted under Section 7.3(b), do not exceed $4,000,000 in the aggregate at any larger multiple one time (excluding any advances made pursuant to Section 7.1(a)(H)), and (d) loans advanced by one Borrower to another Borrower." 8. Section 7.12(a) of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that Agreement is hereby amended and restated as follows: (a) Form any Subsidiary unless (i) at no time shall such Subsidiary takes all actions necessary to join in this Agreement as a borrower and becomes jointly and severally liable for the amount obligations of Lender’s Borrowers hereunder, under the Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit OutstandingNote, and under any other agreement between any Borrower and Lenders, and (ii) Agent shall have received all documents, including legal opinions, it may reasonably require to establish compliance with each of the foregoing conditions. Notwithstanding the foregoing: (A) Foreign Subsidiaries acquired in a Permitted Acquisition pursuant to Section 7.1(a)(H) shall not be required to join in this agreement as a Borrower or Guarantor, and (B) Coal Train Holdings shall not be required to join this Agreement as a Borrower nor provide the documents referenced above, so long as (x) the Borrowers do not contribute in any fiscal year more than $100,000 to Coal Train Holdings and no such contributions are made if there exists a Default or an Event of Default, and (y) Coal Train Holdings has at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to all times a figure greater than zero net worth and assets (0valued at market value) but each less than $5,000,000 50,000. Any distributions or other payments received by Coal Train Holdings from its prior ownership interest in DM&E shall not be included in the calculation of its net worth or asset valuation if such distributions and (iii) any such termination or reduction shall be permanent and Borrower shall have no right payments are further distributed to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentFxxxxx within 30 days after their receipt by Coal Train Holdings."

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during Laurus may make loans (the Revolving Credit Period, Lender agrees "Loans") to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Company from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall 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 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of Lender’s each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Credit Commitment Note should equal or exceed $1,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $1,000,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow costs or charges. (v) If Company at any time during fails to perform or observe any of the Revolving Credit Period under covenants contained in this Section 2.01(aAgreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may reasonably 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). All The amount of all monies expended and all reasonable costs and expenses (including reasonable 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 Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid prior 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 "Delinquent Account"), Company shall (i) reimburse Laurus for the last day amount of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender Loans made with respect thereto, shall be due and payable on the last day to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the Revolving Credit Periodgross face amount of such Eligible Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) If Following the amount occurrence of Lender’s Revolving Credit Commitment on any date is less than an Event of Default which continues to exist, Laurus may, at its option, elect to convert the Total Revolving Credit Outstandings on credit facility contemplated hereby to an accounts receivable purchase facility. Upon such dateelection by Laurus (subsequent notice of which Laurus shall provide to Company), whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower Company shall be automatically required (without demand or notice of any kind by Lenderdeemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which are hereby expressly waived shall at any time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount Laurus of its secured creditor rights under Article 9 of the Total Revolving Credit Outstandings UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to an amount equal more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) enter into any such termination documentation shall not impair or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as affect the case may be, Lender’s Revolving Credit CommitmentReceivables Purchase in any manner whatsoever.

Loans. (a) 2.1 Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Periodhereof, Lender agrees hereby extends to make the Borrower credit in the amount of TWELVE THOUSAND AND NO/100 DOLLARS ($12,000) from Lender, on or about November 17, 2017, to be wired as instructed on Exhibit B. such loans loan shall be provided for five (5) months and due in full by April 17, 2018. 2.2 On the Effective Date, Borrower will execute and deliver to Borrower Lender a Promissory Note in the form of Exhibit A (individually, a “Loan” and collectively, the “LoansNote”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate ), in the principal amount of at least TWELVE THOUSAND AND NO/100 DOLLARS ($50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a12,000) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one timebearing interest as specified in the Note. The aggregate principal amount Note, Loan Agreement, Security Agreement, if any, and any other related documents shall have an effective date of Loans that November 17, 2017. Borrower shall provide collateral as listed in Exhibit C. 2.3 Borrower shall pay to Lender shall be required to have outstanding under its fees, costs and expenses, including without limitation reasonable attorney’s fees, other professionals’ fees, court costs, litigation and other expenses and wire transfer and bank fees (collectively, “Costs”), incurred or paid by Lender in connection with the negotiating, documenting, administering and enforcing this Agreement as of any date shall not exceed or related documents, including without limitation the amount Note, and the defense, preservation and protection of Lender’s Revolving Credit Commitment as of such daterights and remedies thereunder, including without limitation, its security interest in the Collateral, if any, or any property pledged to secure the Loans, whether incurred in bankruptcy, insolvency, foreclosure or other litigation or proceedings or otherwise. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall The Costs will be due and payable on the last day of the Revolving Credit Period. within ten (b10) If the amount business days of Lender’s Revolving Credit Commitment on submission to Borrower or a reasonable accounting of such costs. If Borrower fails to pay any date Costs in a timely manner, Lender is less than the Total Revolving Credit Outstandings on entitled to disburse such date, whether sums as a result Loan under this Agreement. Thereafter, the Costs will bear interest from the date incurred or disbursed at the highest rate set forth in the Note. This provision will survive the termination of Borrower’s election to decrease this Agreement and the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice repayment of any kind by Lender, all amounts due or the performance of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentany obligation under this Agreement. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject On the Closing Date, subject to the terms and satisfaction of the conditions set forth in this Agreement Section 2, (i) the Original Term Lender shall deem the Original Term Loan to be an outstanding Loan hereunder, with the Promissory Note and so long as no Default or Event all related documentation being deemed terminated and replaced in all respects for the Transaction Documents, and (ii) each Additional Term Lender shall make, severally and not jointly, an Additional Term Loan to the Company in the amount equal to such Additional Term Lender’s Term Loan Commitment Percentage of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request Additional Term Loans pursuant to Section 2.02written direction received from the Company at least three Business Days prior to the Closing Date. Each The Company shall pay interest to each Lender at the payment office indicated by such Lender to the Company on such Lender’s Term Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an Commitment Percentage of the aggregate outstanding principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR the Loans at any one time. The aggregate principal amount the rate of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed 12.50% per annum, payable quarterly in arrears on the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last first day of each calendar quarter commencing April 1, 2024 (with the Revolving Credit Period, together with all initial six months of accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be being due and payable on the last day of Maturity Date), on each date when any principal amount is prepaid (as to that principal amount then being prepaid) and on the Revolving Credit Period. Maturity Date (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on each such date, whether as an “Interest Payment Date”) (if any Interest Payment Date is not a result of Borrower’s election to decrease Business Day, then the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower applicable payment shall be automatically required due on the next succeeding Business Day), in cash. All payments of principal, interest and other amounts payable hereunder, or under any of the Transaction Documents shall be made not later than 1:00 p.m. Eastern Standard Time on the due date therefor in Dollars in federal funds or other immediately available funds. All payments hereunder shall be made in cash, without any setoff, deduction, or withholding. Each payment (without demand or notice including each prepayment) by the Company on account of any kind by Lender, all the principal of which are hereby expressly waived by Borrower) to immediately repay and interest on the Loans in an amount sufficient shall be applied to reduce the amount Loans pro rata according to the Term Loan Commitment Percentages of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentLenders. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. Collectively, the Revolving Credit Loans, the Term Loans and the Swing Loans. Major Tenant. A tenant of the Borrower or any Guarantor which leases space in a Mortgaged Property pursuant to a Lease which entitles it to occupy 25,000 square feet or more. Majority Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50%) of the Total Commitment. Management Agreements. Agreements, whether written or oral, providing for the management of the Mortgaged Properties or any of them. Material Adverse Effect. A material adverse effect on (a) Subject the business, properties, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries considered as a whole; (b) the ability of Borrower or any Guarantor owning a Mortgaged Property to perform any of its obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder. Maturing Notes. The $75,000,000.00 of 6.918% Mandatory Par Put Remarketed Securities Due March 31, 2013 issued pursuant to the Indenture, as amended, described in clause (ii) of the definition of "Unsecured Notes", which are subject to mandatory repayment on March 31, 2003. Maturity Date. January 1, 2004, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof, including without limitation and conditions set forth notwithstanding anything to the contrary in this Agreement and so long as no Default or Event any of Default has occurred and is continuingthe Loan Documents, during upon the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectivelyconsummation of the Transaction. Minimum Consolidated Tangible Net Worth. At any time, the “Loans”sum of (a) as $400,000,000.00 plus (b) ninety percent (90%) of the aggregate net proceeds received by the Borrower may from time or any Guarantor after the Closing Date in connection with any Equity Offering to time request any other Person. Minority Interest. As to any Person, an ownership or other equity investment in any other Person, which investment is not consolidated with the accounts of such Person in accordance with GAAP. Moody's. Moody's Investor Service, Inc. Mortgaged Property or Moxxxxxxx Properties. The Eligible Real Estate owned by the Borrower or a Guarantor which is security for the Obligations pursuant to Section 2.02the Mortgages. Each Loan under this Section 2.01(a) which is Mortgaged Property Asset Value. With respect to any Eligible Real Estate included in the Mortgaged Property owned by the Borrower or a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; providedGuarantor, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount equal to (a) the product of Lender’s Revolving Credit Commitment as of such date. Within (i) the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during Net Operating Income for the Revolving Credit Period under this Section 2.01(a). All Loans not paid two (2) fiscal quarters just ended prior to the last day date of determination, times (ii) two (2) (which is the Revolving Credit Periodannualization factor), together with all accrued and unpaid interest thereon and all fees and other amounts owing divided by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If 0.10 (which is the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentcapitalization rate). (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions herein set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingforth, during the Revolving Credit Periodeach Lender hereby severally, Lender but not jointly, agrees to make loans in Dollars (each such loans to Borrower (individuallyloan, a “Loan” and collectively”), not to exceed in the aggregate the Commitment Amount, to the Borrowers as follows: (i) an initial borrowing on the Closing Date, in the aggregate principal amount of $130,000,000 (the “LoansInitial Borrowing”), (ii) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for additional borrowings in an aggregate principal amount not to exceed $15,000,000 on up to two Additional Funding Dates during the Availability Period in respect of at least $50,000.00 which a Notice of Borrowing has been delivered, (iii) on or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for after May 20, 2013, an additional borrowing in an aggregate principal amount not to exceed $5,000,000 on an Extended Funding Date during the Availability Period in respect of at least which a Notice of Borrowing has been delivered and (iv) on or after May 27, 2013, an additional borrowing in an aggregate principal amount not to exceed $1,000,000.00 or any larger multiple 5,000,000 on an Extended Funding Date during the Availability Period in respect of which a Notice of Borrowing has been delivered. The proceeds of such Loans shall be deposited into the Term Loan Priority Collateral Deposit Account. The Loans and Loan proceeds shall be allocated to the Borrowers in the manner specified in the Notice of Borrowing therefor and used in accordance with Section 2.8. Notwithstanding the preceding, prior to the entry by the Bankruptcy Court of a Final Order, the Commitment Amount shall be limited to the sum of $250,000.00; provided130,000,000, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one timethe extent authorized by the Interim Order. The Commitments shall expire at the end of the Availability Period. The Commitment Amount shall be permanently reduced on the Closing Date and each Additional Funding Date and Extended Funding Date by the aggregate principal amount of Loans that Lender made on such dates. In no event shall a Loan be required to have outstanding under this Agreement as of made on any date shall not Additional Funding Date or Extended Funding Date in an amount which would exceed the amount of Lender’s Revolving Credit Commitment as of Amount on such date. Within For the foregoing limitsavoidance of doubt, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans repaid cannot paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodreborrowed. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject Each Bank severally agrees, subject to the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant on or after the date hereof and prior to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for the Termination Date, to make Loans to the Company in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time outstanding up to but not exceeding the lesser of (1) such Bank's Commitment at such time and (2) such Bank's Commitment Percentage of the Available Borrowing Base at such time. The aggregate principal amount , MINUS, in either case, such Bank's Commitment Percentage of Loans that Lender all Letter of Credit Liabilities and (if the Available Borrowing Base at such time shall be required determined by reference to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Aggregate Commitment as provided in CLAUSE (A) of the definition of "Available Borrowing Base") all SFER MRI Loans outstanding at such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at time (whether or not such Bank shall in fact have advanced any time during the Revolving Credit Period under this Section 2.01(aSFER MRI Loan). All Loans not paid Subject to the conditions precedent in this Agreement, any Loan repaid prior to the last day Termination Date may be reborrowed prior to the Termination Date pursuant to the terms of the Revolving Credit Periodthis Agreement; PROVIDED, together with all accrued and unpaid interest thereon that any and all fees and other amounts owing by Borrower to Lender with respect thereto, Loans shall be due and payable in full on the last day of the Revolving Credit PeriodMaturity Date. (b) If Notwithstanding anything in this Agreement to the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such datecontrary, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c(i) or otherwise, Borrower no Bank shall be automatically required (without demand or notice of to make Loans at any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans one time outstanding in an amount sufficient to reduce the amount which, together with such Bank's Commitment Percentage of the Total Revolving outstanding Letter of Credit Outstandings to an amount equal to Liabilities, shall exceed such Bank's Commitment MINUS such Bank's Commitment Percentage of all SFER MRI Loans outstanding at such time (whether or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower maynot such Bank shall in fact have advanced any SFER MRI Loan), upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, and (ii) at no time shall if a Bank fails to make a Loan as and when required hereunder and the amount of Lender’s Revolving Credit Commitment be reduced to Companysubsequently makes a figure greater than zero (0) but less than $5,000,000 and (iii) any repayment on the Notes, such termination or reduction repayment shall be permanent and Borrower split among the non-defaulting Banks ratably in accordance with their respective Commitment Percentages (computed without regard to the Commitment Percentage of the defaulting Bank) until each Bank has its Commitment Percentage of all outstanding Loans. Any balance of such repayment shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentbe divided among all Banks in accordance with their respective Commitment Percentages.

Loans. (a) Subject to the terms and conditions set forth in provisions of this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit PeriodAgreement, Lender agrees to will make such loans to Borrower as from time to time Lender elects to make which are secured by Borrower's Collateral and the proceeds thereof. The aggregate unpaid principal of all such loans outstanding at any one time shall not exceed the lesser of (individuallya) Four Hundred Fifty Thousand Dollars (U.S. $450,000.00) or (b) eighty percent (80%) of the unpaid face amount of (i) Qualified Accounts that are non-project Qualified Accounts and (ii) Qualified Accounts that are project Qualified Accounts, a “Loan” and collectivelyas defined below, the “Loans”) (or such other percentages thereof as Borrower may from time to time request pursuant be fixed by the Lender upon notice to Section 2.02Borrower), plus fifty percent (50%) of the cost or market value, whichever is lower, of all Eligible Inventory, as defined below, (hereinafter called the "Inventory Value"), but in no event shall (A) Inventory Value be in excess of Three Hundred Thousand Dollars (U.S. $300,000.00) and (B) Inventory Value and Qualified Accounts that are project Qualified Accounts be in excess of Four Hundred Fifty Thousand Dollars (U.S. $450,000.00). Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans The sum produced by applying at any one time. The aggregate principal amount given time the then prevailing percentages to the Inventory Value and to the total of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed Qualified Accounts is herein called the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)"Borrowing Base". All Loans not paid prior to such loans shall bear interest, and where appropriate under the last day of Lender's prevailing policy shall bear a service charge at the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable rate agreed on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount the parties, and at the option of $1,000,000 or any larger multiple Lender shall be evidenced by notes in form satisfactory to Lender, but in the absence of $1,000,000 notes shall be conclusively evidenced by the unused portions Lender's record of Lender’s Revolving Credit Commitment; provided, however, disbursements and repayments. The Borrower's loans are presently evidenced by that certain Secured Note (i"Secured Note") bearing even date herewith. The unpaid principal balances of the Borrower's loans shall bear interest from the date hereof upon disbursed and unpaid principal balances (calculated on the basis of a year of 360 days) at no a rate per annum which shall, from day to day, be equal to two and three quarters of one percent (2.75%) per annum for amounts outstanding under the Note, plus the rate for commercial loans announced from time shall to time in the amount United States as its prime rate ("Prime Rate") by Bank, each change in the rate to be charged hereon to become effective, without notice to the Borrower, on the effective date of Lender’s Revolving Credit Commitment be reduced to a figure less than each change in the Total Revolving Credit OutstandingPrime Rate, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction interest shall be permanent payable monthly in arrears on the 1st day of each month, commencing on the 1st day of December, 2000. The Prime Rate is a reference rate and Borrower shall have no right to thereafter reinstate is not necessarily the lowest rate charged by Lender or increaseBank for extensions of credit. The Bank's Prime Rate is, as of the case may bedate hereof, Lender’s Revolving Credit Commitmentnine and one-half of one percent (9.50%) per annum. All such loans shall be payable on demand or, if no demand then, on the Termination Date as that term is defined in the Secured Note." B. All references to the "Loan Agreement" set forth in the documents executed in connection with the Loan Agreement shall be deemed to be references to the Loan Agreement as amended by this Third Amendment.

Loans. (a) Subject to 2.1.1 Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement reliance upon the representations, warranties and so long as no covenants of the Borrower and the Guarantors made herein the Lender agrees to make loans (“Loans”, each a “Loan”) to the Borrower at the Borrower’s request from time to time, provided that the maximum aggregate principal amount of all Loans outstanding at any time shall not at any time exceed the Maximum Amount, and provided, further, that at the time the Borrower requests a Loan there has not occurred and is not continuing any Default or Event of Default. The Borrower agrees that it shall be an Event of Default has occurred if at any time the debit balance of the Loan Account at such time shall exceed the Maximum Amount unless the Borrower shall, upon notice of such excess from the Lender, within two (2) Business Days of such notice, pay cash to the Lender to be credited to the Loan Account in such amount as shall be necessary to eliminate the excess. All requests for Loans shall be made in writing by the Borrower pursuant to Section 3.2.2 hereof and is continuing, during otherwise shall be in such form and shall be made in such manner as the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” reasonably may require. The Obligations on account of Loans shall be evidenced by the Note. 2.1.2 Loans may be prepaid in whole or in part at any time and collectively, the “Loans”) as Borrower may from time to time request pursuant without premium or penalty. Interest accrued on the amounts so prepaid to the date of such payment and all (if any) outstanding fees and charges must be paid no later than the first day of the month following the month in which such prepayment is made. 2.1.3 Except as set forth in Section 2.02. Each Loan under this Section 2.01(a) which is a Daily 2.5 with respect to LIBOR Loan Rate Amounts, interest on Loans shall be for an aggregate payable monthly in arrears on the first (1st) Business Day of each calendar month until the Maturity Date. The principal amount of at least $50,000.00 all Loans made to fund Direct Investments or any larger multiple Direct Convertible Loans to a particular Property Partnership, and all Loans made to fund Capital Contributions to a particular Middle Tier Entity, together with all unpaid interest thereon and other Obligations incurred with respect thereto, shall, in the ordinary course, be repaid with the cash proceeds of $10,000.00. Each Loan under this Section 2.01(a) Investor contributions to the Investment Partnership investing in such Property Partnership or MTE which is a LIBOR Loan shall be for an aggregate principal amount paid by such Investment Partnership to the Borrower simultaneously with and in consideration of at least $1,000,000.00 the assignment by the Borrower to such Investment Partnership of all of the Borrower’s right and title to and interest in the equity in such Property Partnership or MTE, but in any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender event shall be required repaid on or before the Maturity Date. 2.1.4 Notwithstanding Section 2.1.3, with respect to have outstanding under this Agreement as of any date each Project that has qualified or is intended to qualify for so-called historic tax credits, the Borrower shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All repay all Loans not paid prior to the last day of the Revolving Credit Period, (together with all accrued and unpaid interest thereon and all fees and any other amounts owing by Borrower to Lender Obligations incurred with respect thereto, shall ) made with respect to the related Property Partnership or MTE not later than 15 days before the projected date on which the certificate of occupancy for the underlying Project is to be due and payable on the last day of the Revolving Credit Periodissued. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Other Agreements, during the Revolving Credit PeriodOriginal Term, Lender agrees shall make Loans and advances (the "Loans") in an amount up to Eight Million Dollars ($8,000,000.00), subject to the collateral coverage covenant under Section 12(b) hereof. Unless and until Lender obtains one or more participants who agree to participate in the Loans and enter into participation agreements with Lender, the maximum amount of Loans and advances by Lender is limited to $4,500,000.00. Borrower hereby authorizes Lender, in its sole discretion, to charge any of Borrower's accounts or advance Loans to make such loans any payments of principal, interest, fees, costs or expenses required to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan be made under this Section 2.01(a) which is Agreement or the Other Agreements. A request for a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 made or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be deemed to be made, each in the following manner: Borrower shall give Lender same day notice, no later than 1:00 P.M. (determined based on the local time of Borrower at its principal place of business) for an aggregate principal amount such day, of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, its request for a Loan. In the event that Borrower maintains a controlled disbursement account at Lender, each check presented for payment against such controlled disbursement account and any other charge or request for payment against such controlled disbursement account shall constitute a request for a Loan. As an accommodation to Borrower, Lender may permit telephone requests for Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not have outstanding and to accept or act upon telephonic or electronic communications from Borrower, Lender shall not be obligated have no liability to make more than eight (8) LIBOR Loans at Borrower for any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing loss or damage suffered by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such communication or the authority of the Person sending it. Borrower hereby irrevocably authorizes Lender to disburse the proceeds of each Loan requested by Borrower’s election , or deemed to decrease be requested by Borrower, as follows: the amount proceeds of Lender’s Revolving Credit Commitment pursuant to each Loan requested under Section 2.01(c2(a) or otherwise, Borrower shall be automatically required (without demand or notice of any kind disbursed by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans Lender in an amount sufficient to reduce the amount lawful money of the Total Revolving Credit Outstandings United States of America in immediately available funds, in the case of the initial borrowing, in accordance with the terms of the written disbursement letter from Borrower, and in the case of each subsequent borrowing, by wire transfer or Automated Clearing House (ACH) transfer to an amount equal such bank account as may be agreed upon by Borrower and Lender from time to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced elsewhere if pursuant to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentwritten direction from Borrower.

Loans. Unless otherwise defined herein, terms used herein have the meanings provided in the Credit Agreement. WWI also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (awhether by acceleration or otherwise) Subject and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in U.S. Dollars in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is one of the Term A-1 Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which WWI is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. WEIGHT WATCHERS INTERNATIONAL, INC. By: Name: Title: $ January 26, 2007 FOR VALUE RECEIVED, the undersigned, WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (“WWI”), promises to pay to the order of (the “Lender”) the principal sum of ($ ) or, if less, the aggregate unpaid principal amount of all Term B Loans shown on the schedule attached hereto (and any continuation thereof) made (or continued) by the Lender pursuant to the Sixth Amended and Restated Credit Agreement, dated as of May 8, 2006 (as amended by the First Amendment, dated as of January 26, 2007, and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions party thereto (the “Lenders”), the Syndication Agent and the Administrative Agent, payable in installments as set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Credit Agreement, during the Revolving Credit Period, Lender agrees to make such loans to Borrower with a final installment (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed in the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under necessary to pay in full this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be Note) due and payable on the last day of Stated Maturity Date for Term B Loans. Unless otherwise defined herein, terms used herein have the Revolving meanings provided in the Credit Period. (b) If Agreement. WWI also promises to pay interest on the unpaid principal amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce hereof from time to time outstanding from the date hereof until maturity (whether by an aggregate amount acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of $1,000,000 both principal and interest are to be made in U.S. Dollars in same day or any larger multiple immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is one of $1,000,000 the unused portions Term B Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of Lender’s Revolving the security for this Note and for a statement of the terms and conditions on which WWI is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. WEIGHT WATCHERS INTERNATIONAL, INC. By: Name: Title: This SUPPLEMENT, dated as of January 26, 2007 (this “Supplement”), to the Existing Credit Commitment; providedAgreement referred to below, howeveris among WEIGHT WATCHERS INTERNATIONAL, that INC., a Virginia corporation (ithe “Borrower”), certain Lenders (such term, and other capitalized terms used in this Supplement, to have the meanings set forth in Section I below) at no time shall the amount and The Bank of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseNova Scotia, as the case may beAdministrative Agent for the Lenders, Lender’s Revolving with Credit CommitmentSuisse Securities (USA) LLC and JPMorgan Securities Inc. acting as Joint Bookrunners and Joint Lead Arrangers for the Term A-1 Loans and the Term B Loans, and Bank of America, N.A. and Fortis Capital Corp. acting as Co-Documentation Agents.

Loans. (a) Subject to the fulfillment of the conditions precedent set forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of this Agreement (i) a term loan in the amount of the Maximum 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 set forth of this Agreement, Borrower may (i) borrow then unadvanced principal amounts under the Revolving Loan, (ii) repay the Revolving Loan, in this Agreement full or in part, without penalty other than the payment of any applicable Breakage Fee, and so long (iii) reborrow then unadvanced principal amounts under the Revolving Loan; provided, that, notwithstanding the foregoing, Lender shall not have any obligation to make Revolving Loan Advances to Borrower in excess of the Maximum 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, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during Laurus shall make loans (the Revolving Credit Period, Lender agrees "Loans") to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Company from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an during the Term which, in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall time outstanding, will not exceed the lesser of (x) the Capital Availability Amount or (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability minus (III) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time (the "Reserves"). The amount derived at any time from Section 2(a)(i)(y)(I) plus 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Secured Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of Lender’s each additional $5,000,000 tranche of Loans (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, in the form of Note delivered by Company to Laurus on the Closing Date, provided, however, that "Fixed Conversion Price" with respect to each additional Minimum Borrower Note issued after the date hereof shall be equal to 105% of the average closing price of the Common Stock for the ten (10) trading days immediately preceding the final funding of the applicable tranche. If the amount due and payable under the Revolving Credit Commitment Note should equal or exceed $1,500,000, and if the outstanding balance on the Minimum Borrowing Note issued by the Borrower to the Holder on the date hereof ( the "Series A Minimum Borrowing Note") shall be less than $5,000,000 (the difference of $5,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance thereof in excess of $1,500,000 in an amount up the Available Minimum Borrowing shall be deemed to be simultaneously extinguished the Revolving Note and transferred to, and evidenced by, a new serialized Minimum Borrowing Note (e.g., the Available Minimum Borrowing shall be $0). When Five Million Dollars ($5,000,000) have been allocated from the Revolving Note to an additional serialized Minimum Borrowing Note, such serialized Minimum Borrowing Note (with an appropriate serial designation), shall then be issued by the Borrower and registered as set forth in the Registration Rights Agreement. Notwithstanding the limitations set forth above, if requested by the Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (i) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the Reserves used in determining the Formula Amount, which may limit or restrict advances requested by Company. (ii) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow costs or charges. (iii) If Company at any time during fails to perform or observe any of the Revolving Credit Period under covenants contained in this Section 2.01(aAgreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of 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). All The amount of all monies expended and all costs and expenses (including reasonable 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 Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (iv) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (v) During the Term, Company may borrow, repay and reborrow Loans in excess of the Minimum Borrowing Amount, all in accordance with the terms and conditions hereof. (vi) If any Eligible Account is not paid prior 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 "Delinquent Account"), the last day Company shall (i) reimburse Laurus for the amount of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender Advance made with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodto such Delinquent Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) If Following the amount occurrence of Lender’s Revolving Credit Commitment on an Event of Default that continues to exist beyond any date is less than applicable grace period, Laurus may, at its option, elect to convert the Total Revolving Credit Outstandings on credit facility contemplated hereby to an accounts receivable purchase facility. Upon such dateelection by Laurus (subsequent notice of which Laurus shall provide to Company), whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower Company shall be automatically required (without demand or notice deemed to hereby have sold, assigned, transferred, conveyed and delivered to Laurus, and Laurus shall be deemed to have purchased and received from Company, in consideration of any kind the cancellation of such portion of the Loans offset by Lenderthe purchase and collection in full of such corresponding Eligible Accounts, all right, title and interest of Company in and to all Accounts which are hereby expressly waived shall at such time constitute Eligible Accounts (the "Receivables Purchase"). All outstanding loans not so offset shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount Laurus of its secured creditor rights under Article 9 of the Total Revolving Credit Outstandings UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to an amount equal more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) enter into any such termination documentation shall not impair or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as affect the case may be, Lender’s Revolving Credit CommitmentReceivables Purchase in any manner whatsoever.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event Agreement, including without limitation clause (d) of Default has occurred and is continuingthis Section, during the Revolving Credit Period, each Lender severally agrees to make such loans to Borrower make, Convert and Continue Loans until the Maturity Date (individually, a “Loan” and collectively, or any earlier date upon which the “Loans”Combined Commitments are terminated in accordance with the terms of this Agreement) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmentrequest; provided, however, that (i) the aggregate outstanding principal amount of all Loans of such Lender plus such Lenders’ Pro Rata Share of the Letter of Credit Usage shall not exceed such Lender’s Commitment, and (ii) the aggregate outstanding principal amount of all Loans of all Lenders plus the Letter of Credit Usage shall not exceed the Combined Commitments at no time any time. Subject to the foregoing and the other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Loans as set forth herein without premium or penalty. (b) 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 and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of Lender’s Revolving 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 Borrower to pay any amount owing with respect to the Loans. (c) Borrower may use proceeds of Loans for any working capital or general corporate purpose of Borrower not prohibited by this Agreement or the other Loan Documents. (d) Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Combined Commitments shall be subject to the following limitations: (i) for ten consecutive days during the period of (x) July 1, 2004 through December 31, 2004, (y) January 1, 2005 through June 30, 2005, and (z) each successive six month period thereafter, there shall be no Loans outstanding (although Letters of Credit Commitment may continue to be reduced to a figure less than the Total Revolving Credit Outstanding, outstanding during such periods); and (ii) at no time all of the Outstanding Obligations on the last day of each fiscal month (whether for Loans or Letters of Credit) shall not exceed an amount equal to 45% (or, if the amount Combined Commitments are then equal to $100,000,000, 50%) of Lender’s Revolving Credit Commitment be reduced to the aggregate book value of the inventory of Borrower and its Subsidiaries on such day, measured on a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseconsolidated basis, as using the case may befirst-in, Lender’s Revolving Credit Commitmentfirst out method, in accordance with GAAP.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event The unpaid balance of Default has occurred and is continuing, during Advances under the Revolving Credit Period----- (including, Lender agrees to make such loans to Borrower (individuallywithout limitation, a “Loan” and collectivelyall unreimbursed draws on Letters of Credit, unless expressly stated otherwise). Loan Documents - This Agreement, the “Loans”) as Borrower may Revolving Credit Note, and all -------------- agreements, instruments and documents executed and/or delivered from time to time request pursuant to this Agreement or in connection therewith, as amended or replaced from time to time. Lockbox Agreement - That certain Lockbox Agreement(s) between Borrower and ----------------- Lender executed and delivered by Borrowers to Lender as it or they may be amended, supplemented or replaced from time to time. Lockbox - Section 2.022.3(b). Each Loan under this Section 2.01(a------- Log Report - That certain weekly report prepared by Borrowers reflecting ---------- the status of work performed (but not yet billed) which is by Borrowers on current projects and to include, at a Daily LIBOR Loan shall be for an aggregate principal minimum, the amount of time spent per project since the date of the last report, the rate at least $50,000.00 which each component of time is to be billed and the projected amount to be billed for such work performed reflected by such report. Material Adverse Effect - Any fact, circumstance, event or any larger multiple condition ----------------------- causing or likely to cause a material adverse effect on (a) the financial condition, assets, operating status or projected financial condition (i) of $10,000.00. Each Loan under this Section 2.01(aTWI or (ii) which is all Borrowers taken as a LIBOR Loan shall be for an aggregate principal amount whole, (b) the ability of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated Borrowers to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding perform their obligations under this Agreement as or under any Loan Document, or (c) the ability of any date shall not exceed Lender to enforce the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow rights purported to be granted to them under this Section 2.01(a)Agreement or any Loan Document. Maturity Date - Four (4) years from the date hereof. ------------- Net Income - For any period, prepay under Section 2.08 the net earnings (or loss) after taxes of ---------- Borrowers for such period less extraordinary gains plus extraordinary non-cash ---- ---- losses, as such would appear on a statement of income of Borrowers, prepared in accordance with GAAP. Obligations - All existing and reborrow future liabilities and obligations of every ----------- kind or nature at any time during owing by any Borrower or Borrowers (jointly or severally) to Lender in connection with the Loan Documents (including, without limitation, this Agreement, the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior Note) and the transactions contemplated hereby and thereby or administration thereof, whether joint or several, related or unrelated, primary or secondary, matured or contingent, direct or indirect, due or to the last day become due, and whether principal, interest, fees or Expenses, including, without limitation, Obligations in respect of the Revolving Credit Periodwhether related to cash Advances or Letters of Credit (whether drawn or undrawn) and any extensions, together with modifications, substitutions, increases and renewals thereof, and the payment of all accrued reasonable amounts advanced by Lender to preserve, protect and unpaid interest thereon enforce rights hereunder and in the Collateral and all fees Expenses incurred in connection therewith and other herewith. Overadvances - Any amounts owing by Borrower to Lender with respect thereto, shall be due and payable on which the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the outstanding Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time ------------ exceed the Borrowing Base. PBGC - Section 6.6. ---- Permitted Liens - Section 7.3. --------------- Person - An individual, partnership, corporation, trust, unincorporated ------ association or organization, joint venture, limited liability company or partnership, or any other entity. Potential Default - An event which with the passage of time, the giving of ----------------- notice, or reduce both would constitute an Event of Default. Prime Rate - That per annum rate designated or announced by Lender at its ---------- principal office from time to time by an aggregate amount as its prime rate of $1,000,000 interest, which may be greater or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than other interest rates charged by Lender to other borrowers and is not solely based or dependent upon the Total Revolving Credit Outstandinginterest rate which Lender may charge any particular borrower or class of borrowers. Projected Weekly Xxxxxxxx - The number(s) representing the projected amount ------------------------- to be billed shown on the weekly Log Report provided to Lender, the inclusion of which is deemed a representation by Borrower that such amount would meet all of the specifications of an Eligible Account other than the existence of an invoice. Projected Monthly Xxxxxxxx - Ninety percent (ii90%) at no time shall of the amount sum of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 -------------------------- Projected Weekly Xxxxxxxx for and (iii) only for the then current calendar month, minus the Concentration Reserve. ----- Property - Any interest in any such termination kind of property or reduction shall be permanent and Borrower shall have no right to thereafter reinstate asset, whether real, -------- personal or increasemixed, or tangible or intangible. Regulation D - Regulation D of the Board of Governors of the Federal ------------ Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as the case may beamended, Lender’s Revolving Credit Commitmentand any successor thereto.

Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement Agreement, be repaid and, up to but excluding the Termination Date, be reborrowed. The Syndicated Loans and so long as all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no Default or Event of Default has occurred and is continuing, during later than the Revolving Credit Period, Lender agrees Final Maturity Date. Borrowings on any Funding Date with respect to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Syndicated Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for in Dollars, or in the requested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the Total Outstanding Amount, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the aggregate principal amount of at least all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $50,000.00 or 200,000,000. For purposes of determining (A) whether the making of any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have Borrowing will cause the outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to have outstanding under this Agreement as exceed the Total Commitment or (B) whether the making of any date shall not exceed Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Lender’s Revolving Credit Commitment as Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such date. Within a determination at the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day rate of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings exchange in effect on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject On the Closing Date, subject to the terms and satisfaction of the conditions set forth in this Agreement Section 2, each Lender shall make, severally and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individuallynot jointly, a “Loan” and collectively, Loan to the “Loans”) as Borrower may from time Company in the amount equal to time request such Xxxxxx’s Commitment Percentage of the Loans pursuant to Section 2.02written direction received from the Company at least three Business Days prior to the Closing Date. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan The Company shall be for an pay interest to each Lender at the payment office indicated by such Lender to the Company on such Lender’s Commitment Percentage of the aggregate outstanding principal amount of the Loans at least $50,000.00 or the rate of 15% per annum, payable quarterly in arrears on the first day of each calendar quarter commencing April 1, 2024, on each date when any larger multiple of $10,000.00. Each principal amount is prepaid (as to that principal amount then being prepaid), on the Maturity Date and on the ATW Extended Maturity Term Loan under this Section 2.01(aMaturity Date (each such date, an “Interest Payment Date”) which (if any Interest Payment Date is not a LIBOR Loan Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash; provided that the Company may, at its option, elect for up to (x) 100% for the six (6) months after the Closing Date and (y) thereafter, 50%, in each case, of any accrued but unpaid interest that would otherwise be payable on an aggregate Interest Payment Date, to be capitalized and added as of such date to the principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight the Loans (8) LIBOR Loans at any one timethe “PIK Interest”). The aggregate principal amount of the Loans that Lender shall be required deemed to have outstanding under this Agreement as be increased by the PIK Interest so capitalized and added to the unpaid principal balance of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within Loans in accordance with the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)provisions hereof. All Loans not paid prior to the last day payments of the Revolving Credit Periodprincipal, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretopayable hereunder, or under any of the Transaction Documents shall be due and payable made not later than 1:00 p.m. Eastern Standard Time on the last day due date therefor in Dollars in federal funds or other immediately available funds. All payments hereunder shall be made in cash, without any setoff, deduction, or withholding. Each payment (including each prepayment) by the Company on account of the Revolving Credit Period. (b) If principal of and interest on the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower Loans shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) applied to immediately repay the Loans in an amount sufficient pro rata according to reduce the amount Commitment Percentages of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit CommitmentLenders. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to Upon the terms and conditions set forth and relying on the representations and warranties contained in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe other Loan Documents, during the Revolving Credit Period, each Lender severally agrees to make such loans Loans during the Commitment Period on a revolving basis to Borrower (individuallyor for the benefit of the Borrower, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during outstanding the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day lesser of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Facility Amount of such Lender with respect thereto, shall be due and payable on or the last day Percentage Share of such Lender of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans Borrowing Base then in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmenteffect; provided, however, that notwithstanding the foregoing (i) the outstanding principal balance of all Loans of all Lenders plus the L/C Exposure shall not exceed the lesser of the Commitment Amount or the Borrowing Base at no any time shall or, if any Senior Notes are outstanding, the amount Maximum Borrowing Base Amount in effect on the date of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstandingany such loan, and (ii) the sum of the outstanding principal balance of all Loans by any Lender plus the Percentage Share of such Lender of the L/C Exposure shall not exceed an amount equal to the Percentage Share of such Lender multiplied by the lesser of the Commitment Amount or the Borrowing Base at no any time or, if any Senior Notes are outstanding, the Maximum Borrowing Base Amount in effect on the date of any such loan. Loans shall be made from time to time on any Business Day designated by the Borrower in a Borrowing Request. (b) Subject to the terms of this Agreement, during the Commitment Period, the Borrower may borrow, repay, and reborrow and convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the case of Base Rate Loans, shall be in an amount at least equal to $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Loan of a different type or, in the case of a LIBO Rate Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction LIBO Rate Loans by all of the Lenders having the same Interest Period shall be permanent at least equal to $1,000,000; and if any borrowing of LIBO Rate Loans having the same interest period would otherwise be in a lesser principal amount, such Loans shall be Base Rate Loans during such period. (c) Not later than 1:00 p.m. New York, New York time, on the date specified for each borrowing of a Loan, each Lender shall make available to the Agent an amount equal to the Percentage Share of such Lender of the borrowing to be made on such date, at an account designated by the Age nt, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrower in immediately available funds, in an account designated from time to time by the Borrower. All Loans by each Lender shall have be maintained at the Applicable Lending Office of such Lender and shall be evidenced by the Note of such Lender. (d) The failure of any Lender to make any Loan required to be made by it hereunder shall not relieve any other Lender of its obligation to make any Loan required to be made by it, and no right Lender shall be responsible for the failure of any other Lender to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentmake any Loan.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit PeriodBank agrees, Lender agrees from time to time, to make loans (such loans to Borrower (individuallyloan, a “Loan” and collectively, or in the aggregate “Loans”) as to Borrower in multiple advances, in an aggregate amount not to exceed at any time outstanding the amount of the Commitment. Within the limits of the Commitment, the Borrower may from time to time request borrow, repay pursuant to Section 2.022.02 hereof, and reborrow under this Section 2.01. Loans shall be made only in the minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof. In the absence of manifest error, the books and records of the Bank shall be conclusive and binding upon the Borrower as to the amount of each Loan, the principal balance of the Loans outstanding at any time and the amount of accrued interest thereon. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal made on notice from the Borrower to Bank by a Designated Individual delivered before 12:00 noon (Chicago time) on the requested date of such Loan. A Loan Request shall include the following information: (i) the amount of the Loan; and (ii) the requested date of the Loan (which shall be a Business Day). Any Loan Request received after 12:00 noon (Chicago time) on a Business Day shall be treated as though received on the next Business Day. Subject to the timely delivery of a Loan Request, and upon fulfillment of the applicable conditions set forth in Article III, the Bank will make such Loan available to the Borrower in same day funds at least $50,000.00 or the Bank’s address referred to in Section 8.02 and shall wire such funds to the account of the Borrower identified on Schedule 8.02. The Bank may rely without further investigation on any larger multiple of $10,000.00Loan Request. Each Loan under this Section 2.01(a) which is a LIBOR Loan Request shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding irrevocable and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable binding on the last day of Borrower and the Revolving Credit Period. (b) If Borrower shall indemnify the amount of Lender’s Revolving Credit Commitment on Bank against any date is less than loss or expense the Total Revolving Credit Outstandings on such date, whether Bank may incur as a result of Borrower’s election any failure (including any failure resulting from the failure to decrease fulfill on or before the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(cdate specified for such Loan the applicable conditions set forth in Article Ill) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings Borrower to an amount equal borrow any Loan after a Loan Request has been submitted, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Bank to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any fund such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseLoan when such Loan, as the case may bea result of such failure, Lender’s Revolving Credit Commitmentis not made on such date.

Loans. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement Agreement, be repaid and, up to but excluding the Termination Date, be reborrowed. The Syndicated Loans and so long as all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no Default or Event of Default has occurred and is continuing, during later than the Revolving Credit Period, Lender agrees Termination Date. Borrowings on any Funding Date with respect to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Syndicated Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for in Dollars, or in the requested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in Dollars, of $1,000,000 in excess of that amount and, in the case of Loans denominated in an Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the Total Outstanding Amount, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the aggregate principal amount of at least all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $50,000.00 or 500,000,000. For purposes of determining (A) whether the making of any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have Borrowing will cause the outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to have outstanding under this Agreement as exceed the Total Commitment or (B) whether the making of any date shall not exceed Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Lender’s Revolving Credit Commitment as Loans denominated in Alternative Currencies to exceed $500,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such date. Within a determination at the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day rate of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings exchange in effect on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to the terms and conditions set forth herein and in this Agreement the Credit Agreement, (i) each person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and so long as no Default or Event of Default has occurred and is continuingnot jointly, during the Revolving Credit Period, Lender agrees to make such loans a New Loan to the Borrower (individually, a “Loan” and collectively, on the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for 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 at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR the New Loans on the Amendment Effective Date, each New Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provideda “Loan”, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that each New Lender shall be required a “Lender”, under the Credit Agreement. The proceeds of the New Loans shall be used by the Borrower solely to have make the Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith. Sections 2.02, 2.03 and 2.04 of the Credit Agreement shall apply mutatis mutandis to the funding of the New Loans on the Amendment Effective Date. (a) On the Amendment Effective Date, the Borrower shall repay all Old Loans outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit PeriodAgreement, together with all accrued and unpaid interest thereon and all fees and thereon, with the proceeds of the New Loans (the “Loan Repayment”). Upon the Borrower’s making of the Loan Repayment, each of the Lenders receiving such Loan Repayment, other amounts owing by Borrower to Lender with respect theretothan those lenders that are New Lenders, shall cease to be due a party to the Credit Agreement and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand released from all further obligations thereunder and shall have no further rights thereunder or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal rights to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at interest in any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit CommitmentCollateral; provided, however, that such Lenders shall continue to be entitled to the benefits (iin accordance with the Credit Agreement) at no time shall of Sections 2.13, 2.14, 2.15 and 9.03 of the amount of Lender’s Revolving Credit Commitment be reduced Agreement as in effect immediately prior to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit CommitmentAmendment Effective Date.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during the Revolving Credit Period, Lender Laurus agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may to Company from time to time request pursuant during the Term which, in the aggregate at any time outstanding, will not exceed an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability. The amount derived at any time from Section 2.02. Each Loan under this 2(a)(i)(I) plus Section 2.01(a2(a)(i)(II) which is a Daily LIBOR Loan shall be referred to as the “Formula Amount”. Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $2,750,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an aggregate principal additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,500,000, to the extent that the outstanding balance on the Minimum Borrowing Note shall be less than $2,750,000 (the difference of $2,750,000 less the actual balance of the Minimum Borrowing Note, the “Available Minimum Borrowing”), such portion of the balance of the Revolving Note that is in excess of $1,500,000, up to an amount equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, a new serialized Minimum Borrowing Note. Any such transfer shall be limited to an amount that, after such transfer, leaves an outstanding balance under the Revolving Note of at least $50,000.00 1,500,000. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus’ discretionary rights, exercised reasonably, 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 Company hereby consents to any larger multiple of $10,000.00. Each Loan under this Section 2.01(asuch increases or decreases which may limit or restrict advances requested by Company. (iv) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 If Company does not pay any interest, fees, costs or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated charges due to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding Laurus under this Agreement as of or any date Ancillary Agreement when due (after giving effect to any cure or grace periods applicable thereto), Company shall not exceed the amount of Lenderthereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company’s Revolving Credit Commitment account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow costs or charges. (v) If Company at any time during fails to perform or observe any of the Revolving Credit Period under covenants contained in this Section 2.01(aAgreement or any Ancillary Agreement (after giving effect to any cure or grace periods applicable thereto), Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of 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). All Loans not paid prior to the last day The amount of the Revolving Credit Period, together with all accrued and unpaid interest thereon monies expended and all costs and expenses (including attorneys’ fees and other amounts owing legal expenses) incurred by Borrower to Lender Laurus in connection with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether or as a result of Borrowerthe performance or observance of such agreements or the taking of such action by Laurus shall be charged to Company’s election account as a Loan and added to decrease the amount Obligations. To facilitate Laurus’ performance or observance of Lendersuch covenants of Company, Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as Company’s Revolving Credit Commitment attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time, following the occurrence and during the continuance of an Event of Default, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of 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 Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to Section 2.01(c) or otherwisethis Agreement, Borrower and such account rendered by Laurus shall be automatically required deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (without demand 30) days of the date each account was rendered specifying the item or notice of any kind by Lenderitems to which objection is made. (vii) During the Term, all of which are hereby expressly waived by Borrower) to immediately repay the Company may borrow and prepay Loans in an amount sufficient 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 reduce any Eligible Account (a “Delinquent Account”), Company shall (i) reimburse Laurus (X) for the amount of the Total Revolving Credit Outstandings Loans made with respect to such portion of such Delinquent Account that is not paid within such time or, in the case of the assertion of a deduction, dispute, contingency, set-off or counterclaim by an Account Debtor, such portion of such Delinquent Account that such Account Debtor has not confirmed its intention to pay, plus, (Y) in either case, an adjustment fee in an amount equal to or less than one-half of one percent (0.50%) of the amount of Lender’s Revolving Credit Commitment. determined in clause (cX) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any immediately replace such termination Delinquent Account, or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseportion thereof, as the case may be, Lender’s Revolving Credit Commitmentwith an otherwise Eligible Account.

Loans. (ai) Subject to Each Bank agrees, on the terms and conditions set forth in this Agreement and so long as no Default Agreement, to make Advances (including issuing Standby Letters of Credit) to or Event of Default has occurred and is continuing, for Borrower from time to time during the Revolving Loan Period in amounts such that the aggregate principal amount of Advances (including the face amount of any Standby Letters of Credit Period, Lender agrees to make and the face amount of the Bond Letters of Credit issued by such loans to Borrower Bank) at any one time outstanding will not exceed the applicable Maximum Revolving Loan Amounts (individually, each a “Revolving Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date). Within the foregoing limitslimit, Borrower may borrow under this Section 2.01(a)borrow, prepay under Section 2.08 and reborrow Advances at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Loan Period. (bii) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce At its discretion each Bank may from time to time by an aggregate amount issue, extend or renew standby trade and/or commercial letters of $1,000,000 credit (“Standby Letters of Credit”) for the account of Borrower or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitmentits Subsidiaries; provided, however, that (i) at no time the stated expiration date thereof shall not be later than the amount Revolving Loan Termination Date. The availability of Lender’s Advances under the Revolving Credit Commitment Loan shall be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount by outstanding obligations of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any Bank under any Standby Letters of Credit. All payments made by any Bank under any such termination Standby Letters of Credit (whether or reduction not Borrower is the account party) and all fees, commissions, discounts and other amounts owed or to be owed to such Bank in connection therewith, shall be permanent deemed to be Advances under the applicable Revolving Note, and shall be repaid on demand, or until demand is made, in accordance with the applicable Revolving Note. Borrower shall have no right complete and sign such applications and supplemental agreements and provide such other documentation as Banks may require. The form and substance of all letters of credit and acceptances, including expiration dates, shall be subject to thereafter reinstate each Bank’s approval. Banks may charge a fee or increasecommission for issuance, renewal or extension of a Standby Letters of Credit, such fee to be the Applicable Margin. Borrower unconditionally guarantees all obligations of any Subsidiary with respect to Standby Letters of Credit issued by such Bank for the account of such Subsidiary. Upon a Default, Borrower shall, on demand, deliver to Banks good funds equal to 100% of Banks’ maximum liability under all outstanding Standby Letters of Credit, to be held as cash collateral for Borrower’s reimbursement obligations with respect to the Standby Letters of Credit and other Obligations. Any Standby Letters of Credit issued hereunder shall be governed by the International Standby Practices (1998) of the Institute of International Banking Law & Practice, International Chamber of Commerce Publication No. 590 (“ISP98”), as revised from time to time, except to the case may be, Lender’s Revolving Credit Commitmentextent that the terms of such publication would limit or diminish rights granted to Banks hereunder or in any other Loan Document.

Loans. (a) Subject From and including the Effective Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.02 and 4.03 (as applicable), each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Period, Lender agrees to make such loans Loans to any Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant in amounts not to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an exceed in the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount time outstanding its Pro Rata Share of Loans the Aggregate Commitment; provided that Lender shall be required after giving effect to have outstanding under this Agreement as of any date such Loans, (x) the Aggregate Outstanding Credit Exposure, shall not exceed the amount of Aggregate Commitment at such time and (y) with respect to any Lender, Outstanding Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment as at such time, which Loans (other than Swing Line Loans) may, at the applicable Borrower’s election, be denominated in Dollars or a Foreign Currency. Subject to the terms of such date. Within the foregoing limitsthis Agreement, any Borrower may borrow under this Section 2.01(a)borrow, prepay under Section 2.08 repay and reborrow Loans at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day Facility Termination Date. The Commitments to lend hereunder shall expire automatically on the Facility Termination Date. Each Loan shall be made severally by each Lender in accordance with such Lender’s Pro Rata Share of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodAggregate Commitment. (b) If WBA may at any time from time to time, upon prior written notice by WBA to the Administrative Agent, increase the Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to Seven Hundred Fifty Million Dollars ($750,000,000) with additional Commitments from any existing Lenders and/or with new Commitments from any other Person selected by WBA and reasonably acceptable to the Administrative Agent and Swing Line Lender; provided that: (i) any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof; (ii) no Default or Unmatured Default shall exist and be continuing at the time of any such increase; (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s Revolving Credit sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, WBA shall (x) deliver to the Administrative Agent a certificate dated as of the date of such increase signed by an Authorized Officer of WBA (A) certifying and attaching the resolutions adopted by WBA approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article V are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on any and as of the date is less than of such increase, except to the Total Revolving Credit Outstandings on extent that such representations and warranties specifically refer to an earlier date, whether in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and (2) no Default or Unmatured Default exists immediately before or after giving effect to the incurrence of such increase and (y) pay any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). In connection with the effectiveness of any increase under this Section 2.01(b), (x) the Commitment Schedule shall be deemed amended to reflect such increase and the updated Commitments and Pro Rata Shares of the Lenders, (y) the Administrative Agent shall promptly notify WBA and the Lenders of the updated Commitment Schedule and (z) to the extent necessary to keep any outstanding Loans (and any participations in Swing Line Loans) allocated ratably to the Lenders in accordance with their updated Pro Rata Shares, WBA shall (or shall cause the applicable Borrower to) prepay (or, if the Administrative Agent determines in its sole discretion that a result re-allocation of the Loans can be accomplished without any cash prepayments or new cash Loans by the Lenders, be deemed to have prepaid) any Loans owing by it (or such Borrower’s election to decrease , as applicable) and outstanding on the amount date of Lender’s Revolving Credit Commitment any such increase (and pay any additional amounts required pursuant to Section 2.01(c3.04). The provisions of this Section 2.01(b) involving non-pro rata allocations, prepayments and Loans shall supersede any provisions in Sections 2.19 or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) 8.02 to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentcontrary. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. Any determination by the Administrative Agent with respect to Weighted Average Yield shall be conclusive and binding on all Lenders holding the Term B-78 Loans. “Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of (x) the Loans outstanding on such date on such date plus (y) the aggregate amount of unused Commitments outstanding on such date; provided that the portion of any Loans or Commitments held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. “Reserved Indebtedness Amount” has the meaning specified in Section 7.02. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. “Restricted Payment” means any of the following: (a) Subject any dividend or other distribution declared and paid on the Equity Interests in the Borrower or on the Equity Interests in any Restricted Subsidiary of the Borrower that are held by, or declared and paid to, any Person other than the Borrower or a Restricted Subsidiary of the Borrower (other than (i) dividends, distributions or payments made solely in Qualified Equity Interests in the Borrower and (ii) dividends or distributions payable to the Borrower or a Restricted Subsidiary of the Borrower or to other holders of Equity Interests of a Restricted Subsidiary on a pro rata basis); -46- (b) any payment made by the Borrower or any of its Restricted Subsidiaries to purchase, redeem, acquire or retire any Equity Interests in the Borrower (including the conversion into, or exchange for, Debt, of any Equity Interests) other than any such Equity Interests owned by the Borrower or any Restricted Subsidiary (other than a payment made solely in Qualified Equity Interests in the Borrower); (c) any payment made by the Borrower or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Equity Interests in the Borrower) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Junior Debt of the Borrower or any Guarantor except payments of principal and interest in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date thereof; (d) any Investment by the Borrower or a Restricted Subsidiary in any Person, other than a Permitted Investment; (e) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary. “Restricted Subsidiary” means each Subsidiary of the Borrower that is not an Unrestricted Subsidiary. “Revolving Loan Debt” shall have the meaning specified in the ABL Intercreditor Agreement. “Sale and Leaseback Transaction” means any direct or indirect arrangement pursuant to which property is sold or transferred by the Borrower or a Restricted Subsidiary and is thereafter leased back as a capital lease by the Borrower or a Restricted Subsidiary. “Sanctions” means any economic or trade sanctions (including without limitation any country or list based sanctions) imposed, administered or enforced from time to time by the United States government, including without limitation OFAC and the U.S. Department of State, the Canadian government, the United National Security Council, the European Union or the Hong Kong Monetary Authority. “Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by the United States government, including without limitation OFAC and the U.S. Department of State, the Canadian government, the United National Security Council, the European Union or the Hong Kong Monetary Authority. “Sanctioned Person” means any person named on the list of Specially Designated Nationals or other lists of sanctioned persons maintained by OFAC or a person owned or controlled by one or more such persons, or any person named on any analogous list maintained by the U.S. Department of State, the Canadian government, the United National Security Council, the European Union or the Hong Kong Monetary Authority. “S&P” means S&P Global Ratings, a division of S&P Global, Inc., and any successor to its rating agency business. -47- “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Secured Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of any Loan Party arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Bank Product Providers. “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Bank Product Providers, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. “Security Agreement” has the meaning specified in Section 4.01(a)(iii). “Security Agreement Supplement” has the meaning specified in the Security Agreement. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing. “SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (iii) of the definition of “Base Rate”. “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, taking into account any right of reimbursement, contribution or similar right available to such Person from other Persons, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Specified Credit Facilities” means one or more credit facilities (including the ABL Facility) or commercial paper facilities, in each case with banks or other lenders or investors providing for revolving loans, the issuance of letters of credit or bankers’ acceptances, securitization financings or similar facilities; provided that the foregoing shall not include any term loans or similar credit facilities that are placed primarily with institutional lenders or any debt securities. “Specified Transaction” means any Incurrence or repayment of Debt (other than for working capital purposes) or Investment that results in a Person becoming a Subsidiary or any Asset Sale that -48- results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Borrower, or any Investment constituting an Acquisition, in each case not in the ordinary course of business. “Spot Rate” has the meaning specified in Section 1.06. “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted Subsidiary which are reasonably customary in an accounts receivable securitization transaction as determined in good faith by the Borrower, including Guarantees by the Borrower or any Restricted Subsidiary of any of the foregoing obligations of the Borrower or a Restricted Subsidiary. “Stated Maturity” means, with respect to any Debt, the date specified in such Debt as the fixed date on which the payment of principal of such Debt is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Debt at the option of the holder thereof upon the happening of any contingency). “Subordinated Debt” means any Debt that is contractually subordinated in right of payment to the Obligations. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. “Supported QFC” has the meaning specified in Section 10.22. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including, without limitation, any fuel price caps and fuel price collar or floor agreements and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices and any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions set forth in this Agreement of, or governed by, any form of master agreement published by the International Swaps and so long as no Default Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or Event of Default has occurred and is continuingany other master agreement (any such master agreement, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individuallytogether with any related schedules, a “Loan” and collectively, the “LoansMaster Agreement”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay including any such obligations or liabilities under Section 2.08 and reborrow at any time during Master Agreement. “Synergies” has the Revolving Credit Period meaning specified in the definition of “Consolidated Cash Flow Available for Fixed Charges.” “Synthetic Lease Obligation” means the monetary obligation of a Person under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period(a) a so-called synthetic, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect theretooff-balance sheet or tax retention lease, shall be due and payable on the last day of the Revolving Credit Period. or (b) If an agreement for the amount use or possession of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such dateproperty (including Sale and Leaseback Transactions), whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwisein each case, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, creating obligations that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.do not

Loans. (a) Subject to On the terms and conditions set forth in herein, including this Agreement Section and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectivelyArticle IV, the “Loans”) as Borrower may from time to time on any Business Day during the Revolving Period, request pursuant that each Committed Lender make an advance (each, a “Loan”) in the amount of such Committed Lender’s Lender Advance to Section 2.02the Borrower on a Funding Date. The Loan made on the Closing Date shall be the Initial Loan and each Loan made thereafter shall be a Subsequent Loan. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be in an amount at least equal to $5,000,000 or integral multiples of $100,000 in excess thereof. (b) No later than 2:00 p.m., New York City time, two Business Days prior to a proposed Funding Date (including the Closing Date), the Borrower shall notify the Deal Agent of such proposed Funding Date and Loan by delivering to the Deal Agent, in form and substance satisfactory to the Deal Agent: (i) a Funding Request, which will include, among other things, the proposed Funding Date, a calculation of the Borrowing Base (calculated as of the related Cutoff Date) and the Principal Amount of the Loan requested; (ii) with respect to any Loan in connection with which Eligible Receivables and/or Eligible ABS Assets are being added to the Collateral, the Servicer shall have delivered to the Deal Agent on or prior to the date of such Loan (i) a Transfer Agreement (including the Schedule of Receivables attached thereto) and/or an ABS Collateral Conveyance Agreement in each case dated within ten days prior to the date of such Loan and (ii) to the extent not incorporated into the Funding Request, a duly executed Receivable Receipt from the Custodian with respect to each Eligible Receivable identified as an “Eligible Receivable” in the related Borrowing Base calculation; and (iii) if requested by the Deal Agent, an updated Schedule of Receivables and/or Schedule of ABS Assets. (c) Notwithstanding any other provision or condition of this Agreement, Borrower may from time to time on any Business Day request in writing that one or more (i) asset backed certificates, asset backed notes or similar credit instruments issued by, or a right to payment from, a trust or other issuer under an indenture, trust agreement or sale and servicing agreement, (ii) bonds, debt instruments or similar financial assets or (iii) acquired assets or receivables that do not in each case otherwise satisfy each of the applicable eligibility criteria for an aggregate principal amount Eligible Receivable or an Eligible ABS Asset be included as Collateral and/or in the Borrowing Base. Upon approval by the Deal Agent of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan the terms and conditions under this Section 2.01(a) which is a LIBOR Loan such assets shall be for included as Collateral and/or in the Borrowing Base, which approval shall be given or withheld in the sole discretion of the Deal Agent, the Borrower and the Deal Agent shall execute and deliver a collateral consent setting forth such agreed upon terms and conditions including any amendment to the Principal Terms applicable to such assets (each a “Collateral Consent”). (d) Following receipt by the Deal Agent of a Funding Request during the Revolving Period, each Committed Lender shall make its Lender Advance in respect of a Loan requested by the Borrower, in each case subject to the conditions contained herein, in an aggregate principal amount equal to the Loan so requested. (e) In no event shall: (i) a Committed Lender be required on any date to fund a Principal Amount that would cause its Invested Percentage of at least $1,000,000.00 or the Loans Outstanding on such date to exceed its Commitment; (ii) any larger multiple of $250,000.00; providedLoan be requested hereunder, that Borrower may not have outstanding and nor shall any Lender shall not be obligated to make more than eight fund its Lender Advance of any Loan, to the extent that, after giving effect to such Loan, a Borrowing Base Deficiency would exist (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement calculated by the Servicer as of any date shall not exceed the amount last day of Lender’s Revolving Credit Commitment the Collection Period preceding the most recent Determination Date, or as of the related Cutoff Date in the case of Receivables and/or ABS Assets transferred to the Borrower on such date. Within Funding Date or on any prior Funding Date for which the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior Cutoff Date is subsequent to the last day of the Revolving Credit such Collection Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period.); (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) the Principal Amount of any Loan exceed the Available Amount on such termination or reduction shall day; or (iv) more than one Loan be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentfunded on any Business Day.

Loans. (a) Subject to the terms and conditions set forth in provisions of this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit PeriodAgreement, Lender agrees to will make such loans to Borrower as from time to time Lender elects to make which are secured by Borrower's Collateral and the proceeds thereof. The aggregate unpaid principal of all such loans outstanding at any one time shall not exceed the lesser of (individuallya) One Million Two Hundred Fifty Thousand (U.S. $1,250,000.00) or (b) eighty percent (80%) of the unpaid face amount of (i) Qualified Accounts that are non-project Qualified Accounts and (ii) Qualified Accounts that are project Qualified Accounts, a “Loan” and collectivelyas defined below, the “Loans”) (or such other percentages thereof as Borrower may from time to time request pursuant be fixed by the Lender upon notice to Section 2.02Borrower), plus fifty percent (50%) of the cost or market value, whichever is lower, of all Eligible Inventory, as defined below, (hereinafter called the "Inventory Value"), but in no event shall (A) Inventory Value be in excess of Three Hundred Thousand Dollars (U.S. $300,000.00) and (B) Inventory Value and Qualified Accounts that are project Qualified Accounts be in excess of Four Hundred Fifty Thousand Dollars (U.S. $450,000.00). Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans The sum produced by applying at any one time. The aggregate principal amount given time the then prevailing percentages to the Inventory Value and to the total of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed Qualified Accounts is herein called the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a)"Borrowing Base". All Loans not paid prior to such loans shall bear interest, and where appropriate under the last day of Lender's prevailing policy shall bear a service charge at the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable rate agreed on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount the parties, and at the option of $1,000,000 or any larger multiple Lender shall be evidenced by notes in form satisfactory to Lender, but in the absence of $1,000,000 notes shall be conclusively evidenced by the unused portions Lender's record of Lender’s Revolving Credit Commitment; provided, however, disbursements and repayments. The Borrower's loans are presently evidenced by that certain Secured Note (i"Secured Note") bearing even date herewith. The unpaid principal balances of the borrower's loans shall bear interest from the date hereof upon disbursed and unpaid principal balances (calculated on the basis of a year of 360 days) at no a rate per annum which shall, from day to day, be equal to two and three quarters of one percent (2.75%) per annum for amounts outstanding under the Note, plus the rate for commercial loans announced from time shall to time in the amount United States as its prime rate ("Prime Rate") by Bank, each change in the rate to be charged hereon to become effective, without notice to the Borrower, on the effective date of Lender’s Revolving Credit Commitment be reduced to a figure less than each change in the Total Revolving Credit OutstandingPrime Rate, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction interest shall be permanent payable monthly in arrears on the 1st day of each month, commencing on the 1st day of May, 1999. The Prime Rate is a reference rate and Borrower shall have no right to thereafter reinstate is not necessarily the lowest rate charged by Lender or increaseBank for extensions of credit. The Bank's Prime Rate is, as of the case may bedate hereof, Lender’s Revolving Credit Commitmentseven and three-quarters of one percent (7.75%) per annum. All such loans shall be payable on demand or, if no demand then, on the Termination Date as that term is defined in the Secured Note." B. All references to the "Loan Agreement" set forth in the documents executed in connection with the Loan Agreement shall be deemed to be references to the Loan Agreement as amended by this Second Amendment.

Loans. (a) Subject to and upon the terms and conditions herein set forth forth, each Bank severally and not jointly agrees, at any time and from time to time on and after the Closing Date and prior to the Conversion Date, to make loans (collectively, "Loans") to the Borrower, in this Agreement an aggregate principal amount at any time outstanding up to but not exceeding the amount of such Bank's Commitment as then in effect; PROVIDED, HOWEVER, that the aggregate principal amount of all such Loans by all Banks hereunder at any one time outstanding together with the LC Commitment shall not exceed the Maximum Commitment. The sum of the Commitments of all of the Banks (the "Total Commitment") on the Closing Date shall be Fifty Million Dollars ($50,000,000). The Loans of each Bank made on the Closing Date shall be initially made as a Base Rate Loan and so long may thereafter be maintained at the option of the Borrower as no Default a Base Rate Loan or Event of Default has occurred and is continuinga LIBO Rate Loan, during in accordance with the provisions hereof. During the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower Loans may from time to time request be voluntarily prepaid pursuant to Section 2.02. Each Loan under 2.12, and, subject to the other provisions of this Section 2.01(aAgreement, any amounts so prepaid may be reborrowed. (b) which is a Daily LIBOR Loan All Loans outstanding on the Conversion Date shall be for an converted to a single loan to the Borrower of a sum equal to the amount of all Loans outstanding on the Conversion Date. Commencing on the Payment Date immediately following the Conversion Date and on each Payment Date thereafter, the aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan the Loans outstanding on the Conversion Date shall be for an aggregate payable in twelve (12) equal consecutive quarterly installments, sufficient to amortize the outstanding principal amount over the Term Loan Period with final payment of at least $1,000,000.00 or any larger multiple the remaining principal balance of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight the Loans dues on the Final Maturity Date. (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of c) During the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, each Borrowing of Loans shall be due and payable on in the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate minimum amount of $1,000,000 100,000 or any larger integral multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment50,000 in excess thereof.

Loans. (ai) Subject to the terms and conditions set forth herein and in this Agreement and so long as no Default or Event of Default has occurred and is continuingthe Ancillary Agreements, during the Revolving Credit Period, Lender Laurus agrees to make such loans (the "Loans") to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may Company from time to time request pursuant during the Term which, in the aggregate at any time outstanding, will not exceed an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability. The amount derived at any time from Section 2.02. Each Loan under this 2(a)(i)(I) plus Section 2.01(a2(a)(i)(II) which is a Daily LIBOR Loan shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $2,750,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an aggregate principal additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,500,000, to the extent that the outstanding balance on the Minimum Borrowing Note shall be less than $2,750,000 (the difference of $2,750,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note that is in excess of $1,500,000, up to an amount equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, a new serialized Minimum Borrowing Note. Any such transfer shall be limited to an amount that, after such transfer, leaves an outstanding balance under the Revolving Note of at least $50,000.00 1,500,000. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights, exercised reasonably, 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 Company hereby consents to any larger multiple of $10,000.00. Each Loan under this Section 2.01(asuch increases or decreases which may limit or restrict advances requested by Company. (iv) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 If Company does not pay any interest, fees, costs or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated charges due to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding Laurus under this Agreement as of or any date Ancillary Agreement when due (after giving effect to any cure or grace periods applicable thereto), Company shall not exceed the amount of Lender’s Revolving Credit Commitment thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date. Within the foregoing limitsdate in an amount equal to such unpaid interest, Borrower may borrow under this Section 2.01(a)fees, prepay under Section 2.08 and reborrow costs or charges. (v) If Company at any time during fails to perform or observe any of the Revolving Credit Period under covenants contained in this Section 2.01(aAgreement or any Ancillary Agreement (after giving effect to any cure or grace periods applicable thereto), Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of 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). All Loans not paid prior to the last day The amount of the Revolving Credit Period, together with all accrued and unpaid interest thereon monies expended and all costs and expenses (including attorneys' fees and other amounts owing legal expenses) incurred by Borrower to Lender Laurus in connection with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether or as a result of Borrower’s election the performance or observance of such agreements or the taking of such action by Laurus shall be charged to decrease Company's account as a Loan and added to the amount Obligations. To facilitate Laurus' performance or observance of Lender’s Revolving Credit Commitment such covenants of Company, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time, following the occurrence and during the continuance of an Event of Default, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of 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 Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to Section 2.01(c) or otherwisethis Agreement, Borrower and such account rendered by Laurus shall be automatically required deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (without demand 30) days of the date each account was rendered specifying the item or notice of any kind by Lenderitems to which objection is made. (vii) During the Term, all of which are hereby expressly waived by Borrower) to immediately repay the Company may borrow and prepay Loans in an amount sufficient 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 reduce any Eligible Account (a "Delinquent Account"), Company shall (i) reimburse Laurus (X) for the amount of the Total Revolving Credit Outstandings Loans made with respect to such portion of such Delinquent Account that is not paid within such time or, in the case of the assertion of a deduction, dispute, contingency, set-off or counterclaim by an Account Debtor, such portion of such Delinquent Account that such Account Debtor has not confirmed its intention to pay, plus, (Y) in either case, an adjustment fee in an amount equal to or less than one-half of one percent (0.50%) of the amount of Lender’s Revolving Credit Commitment. determined in clause (cX) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any immediately replace such termination Delinquent Account, or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increaseportion thereof, as the case may be, Lender’s Revolving Credit Commitmentwith an otherwise Eligible Account.

Loans. (a) 2.1 Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Periodhereof, Lender agrees to make such loans hereby extends to Borrower (individuallya line of credit facility under which Lender may, a “Loan” and collectivelyat Lender's sole discretion, the “Loans”) as make Loans to Borrower may at Borrower's request from time to time during the term of this Agreement in amounts not to exceed the, in aggregate, Maximum Amount. 2.2 The Loan proceeds will be used to fund certain inventory purchases from Manufacturers as described in Exhibit A or in the request pursuant for a Loan submitted in accordance with Section 2.4. 2.3 On the Effective Date, Borrower will execute and deliver to Section 2.02. Lender a Promissory Note in the form of Exhibit B (the "Note"), in the principal amount of $3,200,000, bearing interest as specified in the Note. 2.4 Each Loan under this Section 2.01(a) which is request for a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 made in writing in the form attached hereto as Exhibit C or in any larger multiple of $10,000.00. other manner acceptable to Lender. 2.5 Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be made by a deposit to Borrower's account designated in Exhibit D or by direct payment to the Manufacturer for the benefit of Borrower at Lender's discretion; and if a Loan is so disbursed, it is deemed to have been validly requested by Borrower. 2.6 For each Loan advanced from Lender to Borrower, Borrower shall pay to Lender an aggregate principal amount equal to 5% of at least $1,000,000.00 or any larger multiple amounts actually advanced for such Loan as a Facility Fee. 2.7 The term of $250,000.00; providedthis Agreement will expire on March 31, 2004 (the "Termination Date") and the Note will become payable in full on that date. Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate prepay the principal amount balance of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow Note in whole or part at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior without penalty. 2.8 Borrower will pay to the last day of the Revolving Credit PeriodLender its fees, together with all accrued costs and unpaid interest thereon and all fees expenses, including without limitation reasonable attorneys' fees, other professionals' fees, court costs, litigation and other amounts owing expenses and wire transfer and bank fees (collectively, "Costs"), incurred or paid by Borrower Lender in connection with the negotiating, documenting, administering and enforcing this Agreement or related documents, including without limitation the Note, and the defense, preservation and protection of Lender's rights and remedies thereunder, including without limitation, its security interest in the Collateral or any other property pledged to Lender with respect theretosecure the Loans, shall whether incurred in bankruptcy, insolvency, foreclosure or other litigation or proceedings or otherwise. The Costs will be due and payable on the last day of the Revolving Credit Period. within ten (b10) If the amount business days of Lender’s Revolving Credit Commitment on 's submission to Borrower of a reasonable accounting of such costs. If Borrower fails to pay any date Costs in a timely manner, Lender is less than the Total Revolving Credit Outstandings on entitled to disburse such date, whether sums as a result Loan under this Agreement. Thereafter, the Costs will bear interest from the date incurred or disbursed at the highest rate set forth in the Note. This provision will survive the termination of Borrower’s election to decrease this Agreement and the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice repayment of any kind by Lender, all amounts due or the performance of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentany obligation under this Agreement. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject to to, and upon the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Periodcontained herein, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant requested by Borrower of (i) a single loan of not less than $650,000, based on each Borrowing Base Lease Pool and in an amount not to Section 2.02. Each Loan under this Section 2.01(aexceed sixty-five (65%) which is a Daily LIBOR Loan shall be for an percent of the aggregate principal amount of at least $50,000.00 the Eligible Lease Receivables for the Eligible Borrowing Base Leases included in such Borrowing Base Lease Pool less any Reserves plus (ii) additional loans within three (3) Business Days after Lender has received in the Payment Account (as hereinafter defined) ninety-five (95%) percent of all funds received or any larger multiple deposited into the Collection Account in accordance with the provisions of $10,000.00Section 6.3(a)(ii) hereof. Each Loan under this Section 2.01(aSuch additional loans will be in an amount not greater than ninety-five (95%) which is a LIBOR Loan shall be for an percent of the sum of loss and damage waiver fees, sales, use and similar taxes and other charges deposited in the Collection Account and shown on the ACH Charges Schedule. (b) Except in Lender's good faith discretion, the aggregate principal amount of the Loans outstanding at least $1,000,000.00 any time shall not exceed (i) sixty-five (65%) percent of the then aggregate remaining amount of unpaid Lease Receivables for all Eligible Borrowing Base Leases or (ii) the Maximum Credit. At any larger multiple time that the aggregate amount of $250,000.00; providedthe outstanding Loans exceeds sixty-five (65%) percent of the then aggregate remaining amount of unpaid Lease Receivables owed under all Eligible Borrowing Base Leases or the Maximum Credit, that Borrower may not have outstanding and as applicable, Lender shall not be obligated to make more than eight (8) LIBOR any additional Loans at and such event shall not limit, waive or otherwise affect any one timerights of Lender in that circumstance or on any future occasions. The For purposes of calculating the "aggregate principal remaining amount of Loans that Lender shall be required to have outstanding unpaid Lease Receivables owed under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(aall Eligible Borrowing Base Leases" (or similar language), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitment.

Loans. (a) Subject Upon the terms and conditions and relying upon the representations and warranties herein set forth, each Bank severally agrees to make Loans to any Borrower on any one (1) or more Business Days prior to the Maturity Date, up to an aggregate principal amount of Loans not exceeding at any one time outstanding the amount set opposite such Bank's name on the signature pages hereof (such amount, as it may be reduced from time to time pursuant to Section 4.7 and Section 13.11(c) being such Bank's "Commitment"); PROVIDED, HOWEVER, that after giving effect to any Loan, in no event shall the outstanding amount of all Loans made hereunder to the Borrowers plus the Letter of Credit Outstandings at such time exceed the Commitments of all the Banks. Within such limits and during such period and subject to the terms and conditions set forth in of this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectivelyAgreement, the “Loans”) as Borrower Borrowers may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; providedborrow, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 repay and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Periodhereunder. (b) If The Borrowers shall execute and deliver to the Agent for each Bank to evidence the Loans made by each Bank, a promissory note (each, as the same may be amended, modified or extended from time to time, a "Note"), which shall be (i) initially dated the Closing Date; (ii) in the principal amount of Lender’s Revolving Credit Commitment on any date is less than such Bank's Commitment; and (iii) in substantially the Total Revolving Credit Outstandings on such dateform attached hereto as EXHIBIT B, whether as a result with the blanks appropriately filled. The outstanding principal balance of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower each Note shall be automatically required (without demand or notice payable on the Maturity Date. Each Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at the rate per annum determined as specified in Sections 3.1(a), 3.2(b) and 3.2(c), payable on each Interest Payment Date and at maturity, commencing with the first Interest Payment Date following the date of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentsuch Note. (c) Borrower In the case of a proposed Loan comprised of LIBOR Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate under Section 3. 1. Each Bank shall, before 11:00 a.m. (Houston time) on the Borrowing Date, make available for the account of its Applicable Lending Office to the Agent at the Agent's Domestic Lending Office, in same day funds, its Pro Rata Percentage of such borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 8, on the Borrowing Date the Agent shall make the borrowing available to the Borrowers at its Domestic Lending Office in immediately available funds. Each Bank may, upon five at its option, post on a schedule attached to its Note (5x) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate the date and principal amount of $1,000,000 or any larger multiple each Loan made under such Note; (y) the rate of $1,000,000 the unused portions interest each such Loan will bear; and (z) each payment of Lender’s Revolving Credit Commitmentprincipal thereon; providedPROVIDED, howeverHOWEVER, that (i) at no time any failure of such Bank to so xxxx such Note shall not affect the amount of Lender’s Revolving Credit Commitment Borrower's obligations thereunder; and PROVIDED FURTHER that such Bank's records as to such matters shall be reduced controlling, absent manifest error, whether or not such Bank has so marked such Note. Any deposit to a figure less than Borrower's demand deposit account by the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced Agent pursuant to a figure greater than zero request (0whether written or oral) but less than $5,000,000 and (iii) any such termination or reduction believed by the Agent to be an authorized request by a Borrower for a Loan hereunder shall be permanent and deemed to be a Loan hereunder for all purposes with the same effect as if such Borrower shall have no right had in fact requested the Agent to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentmake such Loan.

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender severally agrees to make loans (each such loans to Borrower (individuallyloan, a “Loan” and collectively, the “Loans”) as to the Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for time, on any Business Day during the Availability Period, in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans exceed at any one time. The aggregate principal amount of Loans that Lender shall be required to have time outstanding under this Agreement as of any date shall not exceed the amount of such Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Borrowing, (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit OutstandingOutstandings shall not exceed the Aggregate Commitments, and (ii) at no time shall the amount aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Revolving Credit Commitment Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Loans may be reduced Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Anything contained in this Agreement to a figure greater than zero (0) but less than $5,000,000 the contrary notwithstanding, the Loans and (iii) any such termination or reduction the Aggregate Commitments shall be permanent subject to the following limitations: (i) for ten consecutive days during each calendar year, there shall be no Loans outstanding (although Letters of Credit may continue to be outstanding during such period); and (ii) the Total Outstandings shall not, on any date of determination, exceed an amount equal to 50% of the aggregate book value of the inventory of Borrower and Borrower its Subsidiaries on such day. Borrower’s compliance with the foregoing limitation shall have no right to thereafter reinstate be measured on the last day of each Fiscal Quarter (or increaseon such more frequent intervals as may be requested by the Administrative Agent or the Required Lenders) on a consolidated basis, as using the case may befirst-in, Lender’s Revolving Credit Commitmentfirst out method, in accordance with GAAP.

Loans. (a) Subject The Bank agrees, subject to the terms and conditions set forth contained in this Agreement and so long as no Default or Event of Default has occurred and is continuingAgreement, during the Revolving Credit Period, Lender agrees to make such loans advances of funds to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is after receipt by the Bank of, and at the times provided for in, a Daily LIBOR Loan shall be for Request and an Interest Rate Election from Borrower in accordance with Article 3, infra, during the period commencing on the Closing Date and ending on the Business Day immediately preceding the Repayment Date, in an aggregate principal amount equal to Three Million One Hundred Forty-two Thousand Two Hundred and 00/100 Dollars ($3,142,200.00). The maximum amount of at least any advance available to Borrower shall be determined by subtracting from $50,000.00 or 3,142,200 the aggregate amount of advances previously made by Bank to Borrower in respect of the Loan. Payments made in respect of the Loan shall not be considered in determining any larger multiple of $10,000.00remaining amount available for advances so that Borrower shall not be entitled to reborrow any amounts paid. Each Loan under this Section 2.01(a) which is a LIBOR The Loan shall be for an aggregate evidenced by the Note (completed and duly executed by the Borrower in accordance with this Agreement), delivered to the Bank on the Closing Date in accordance with Article 3, infra, in a maximum principal amount equal to $3,142,200. The Loan shall be repaid in one hundred and nineteen consecutive monthly installments of at least $1,000,000.00 or any larger multiple principal, each in the minimum amount of $250,000.00; provided, that Borrower may not have outstanding 12,500 and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be each due and payable on the last day Business Day of each calendar month commencing July 31, 1997 and a final consecutive monthly installment of principal due and payable on the Revolving Credit Period. (b) If the amount last Business Day of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such dateJuly, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans 2007 in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the entire outstanding principal balance of the Loan. IN ALL EVENTS, THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN, TOGETHER WITH ALL INTEREST, FEES, CHARGES, COSTS AND EXPENSES ACCRUED THEREON SHALL BE PAID TO BANK NOT LATER THAN THE REPAYMENT DATE. The amount of Lender’s Revolving Credit Commitment. (c) Borrower mayeach installment payment hereunder shall be applied first to interest accrued, upon five (5) Business Days’ prior written notice the remainder to Lenderany fees, terminate entirely at any timecharges, costs, or reduce from time expenses then due, and the remainder to time by an aggregate amount the then outstanding principal balance of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Loan. Borrower shall have no right deliver to thereafter reinstate Bank a certificate or increase, as letter in the case may be, Lender’s Revolving Credit Commitmentform of Exhibit C certifying to Bank the names of all persons ("Authorized Representatives") who are authorized by and on behalf of Borrower to request advances under the Loans and make payments on the Loans.

Loans. (ai) Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Loan Parties set forth herein, each Lender severally, but not jointly, agrees to advance to Borrower from time to time during the Availability Period such loans as Borrower may request pursuant to this Section 2.01 (such loans, together with the principal amount of each Deemed Loan, individually, a “Loan” and, collectively, the “Loan” or “Loans”), in an aggregate principal amount which, when added to the aggregate principal amount of all prior Loans (including borrowings under this Agreement and Deemed Loans) made by such Lender, does not exceed such Lender’s Commitment; provided, that Borrower may only request Loans (other than Deemed Loans) once every ninety (90) days and (ii) two additional times in any calendar year (without reliance on the foregoing clause (i)), so long as, in the case of this clause (ii), each such request occurs at least thirty (30) days following the immediately prior request for Loans made by Borrower. (ii) In addition, and notwithstanding anything herein to the contrary, each Lender, on the date of each drawing under any Lender Credit Support Document by the OpCo Senior Administrative Agent in accordance with the HoldCo Lender Backstop Agreement and the applicable Lender Credit Support Document, shall be deemed to have made a Loan to Borrower (subject only to the Deemed Loan Conditions), in the principal amount equal to the amount drawn or paid under any Lender Credit Support Document, and Borrower shall, subject only to the Deemed Loan Conditions, be unconditionally obligated to repay each Lender for any amount so drawn as no Default or a Deemed Loan (but without duplication of any obligation to repay a Loan hereunder). Such Deemed Loan shall be immediately due and payable to the Lender if an Event of Default has occurred and is continuing, during continuing under Section 7.01(f) (with respect to Borrower) or if the Revolving Credit Period, Lender agrees to make such loans to Borrower (individually, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request Loans have been accelerated pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; providedArticle VII, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limitscourt order, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit Period. (b) If the amount of Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, no loan or extension of credit to or for the benefit of Borrower is permitted at such time; and such Deemed Loan shall in all other circumstances be treated as a Loan hereunder made on the date of receipt of proceeds arising from the draw or claim under the applicable Lender Credit Support Document and payable as a Loan hereunder and in accordance with the other provisions of this Agreement. Subject only to the Deemed Loan Conditions, Borrower’s obligations to repay each applicable Lender in full for any drawing under any Lender Credit Support Document shall be automatically required (without demand or notice absolute and unconditional under any and all circumstances and irrespective of any kind by Lendersetoff, all of which are hereby expressly waived by Borrower) counterclaim or defense to immediately repay payment that the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to Borrower may have or less than the amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at have had against any time, or reduce from time to time by an aggregate amount of $1,000,000 Lender or any larger multiple other Person (other any defense related to the Deemed Loan Conditions and the defense of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but less than $5,000,000 and (iii) any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case may be, Lender’s Revolving Credit Commitmentrepayment having been made).

Loans. (a) Subject to the terms and conditions set forth in this Agreement and so long as no Default or Event of Default has occurred and is continuingherein, during the Revolving Credit Period, each Lender agrees to make such loans Loans to Borrower (individuallythe Borrowers in Dollars, a “Loan” and collectively, the “Loans”) as Borrower may from time to time request pursuant to Section 2.02. Each Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall be for during the Availability Period in an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of at least $1,000,000.00 or any larger multiple of $250,000.00; provided, that Borrower may not have outstanding and Lender shall not be obligated to make more than eight result in (8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment as or (ii) the sum of such datethe total Revolving Credit Exposures of all Lenders exceeding the total Commitments. Within the foregoing limitslimits and subject to the terms and conditions set forth herein, Borrower the Borrowers may borrow under this Section 2.01(a)borrow, prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the last day of the Revolving Credit Period, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrower to Lender with respect thereto, shall be due and payable on the last day of the Revolving Credit PeriodLoans. (b) If Each Loan shall be made as part of a Borrowing consisting of Loans made by the amount Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such date, whether failure to make Loans as a result of Borrower’s election to decrease the amount of Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the Loans in an amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to an amount equal to or less than the amount of Lender’s Revolving Credit Commitmentrequired. (c) Subject to Section 2.10, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as a Borrower maymay request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the joint and several obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. (d) At the commencement of each Interest Period for any Eurodollar Borrowing, upon five (5) Business Days’ prior written notice to Lender, terminate entirely at any time, or reduce from time to time by such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 or any larger the Borrowing Multiple and 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 $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that (i) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure less than the Total Revolving Credit Outstanding, (ii) at no time shall the amount of Lender’s Revolving Credit Commitment be reduced to a figure greater than zero (0) but 500,000 and not less than $5,000,000 and 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 total of [seven] Eurodollar Borrowings outstanding. (iiie) Notwithstanding any such termination or reduction other provision of this Agreement, no Borrower shall be permanent and Borrower shall have no right entitled to thereafter reinstate request, or increaseto elect to convert or continue, as any Borrowing if the case may be, Lender’s Revolving Credit CommitmentInterest Period requested with respect thereto would end after the Maturity Date.