Common use of Revolving Advances Clause in Contracts

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender.

Revolving Advances. (ia) Subject The Note A-2 Holder hereby agrees to and upon advance to the terms and conditions of this Agreement, Mortgage Loan Borrower may request , any Revolving Advance required to be made under Note A-2 and the Lenders agreeMortgage Loan Documents, severally it being the specific intent of the parties hereto that no other Noteholder shall have any obligation and shall not jointly according be liable for making any Revolving Advance. The Note A-2 Holder shall remit each Revolving Advance on the date that such Revolving Advance is required to each Lenders’ be made pursuant to the Mortgage Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of Documents and Note A-2. The parties hereto agree that (i) the determination of whether the Mortgage Loan Borrower is entitled to receive any Revolving Line Advance shall rest solely with the Note A-2 Holder, who shall be responsible for conducting any and all due diligence, loan documentation and pre-funding requirements in connection therewith, and (ii) the Note A-2 Holder shall be solely responsible for funding the Revolving Advance to the Mortgage Loan Borrower following such determination that the Mortgage Loan Borrower is entitled to receive such Revolving Advance under the terms of the Mortgage Loan Agreement. (b) For so long as the Revolving Advance Obligation has not been fully discharged and any Securitization is outstanding, Note A-2 may only be transferred to a transferee: (i) that is a Qualified Institutional Lender, or (ii) if the credit rating of the transferee from any applicable Rating Agency is lower than the credit rating of the Initial Note A-2 Holder, as to which the A-2 Holder has received confirmation in writing from each such Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current ratings of the Certificates, which confirmation will not be predicated upon any action by the Mortgage Loan Borrower. In addition, for so long as the Revolving Advance Obligation has not been fully discharged, (i) no Transfer of Note A-2 shall violate the Mortgage Loan Documents and (ii) the transferee shall assume all Revolving Advance Obligations pursuant to an assignment and assumption agreement whereby such transferee agrees to be bound by all provisions applicable to the Note A-2 Holder. (c) The Note A-2 Holder shall indemnify and hold harmless each other Noteholder, any Servicer, the Certificate Administrator and the Trustee (each a “Revolving Advance Indemnified Party”), against any and all losses, claims, damages, costs, expenses (including the fees and disbursements of outside counsel retained by any such person) and liabilities in connection with, arising out of, or as a result of the Note A-2 Holder's failure to satisfy its obligations to make any and all Revolving Advances, including without limitation, (i) any claims made by the Mortgage Loan Borrower or its Affiliates or (ii) any failure of payment by the Borrowing BaseMortgage Loan Borrower under the Mortgage Loan, minus in each case that results from a failure to make any Revolving Advance as required under the Stated Amount of all Letters of CreditMortgage Loan Documents, the Credit Card Reserve and the FX Reserve in effect from time except, as to time Subject such Future Funding Indemnified Party, to the terms and conditions extent that it is finally judicially determined that any losses, claims, damages, costs, expenses or liabilities resulted primarily from the bad faith or willful misconduct of such Revolving Advance Indemnified Party. Each Revolving Advance Indemnified Party shall be a third party beneficiary of this Agreement with respect to the indemnification obligations of the Note A-2 Holder set forth in this Section 41. In the event that the Note A-2 Holder becomes involved in any action, proceeding or investigation in connection with any transaction or matter referred to or contemplated by this Agreement, amounts borrowed the Note A-2 Holder shall promptly reimburse such Revolving Advance Indemnified Party upon demand therefor in an amount equal to its reasonable legal and other expenses (including the costs of any investigation and preparation) incurred in connection therewith to the extent such party is entitled to indemnification for such legal or other costs and expenses hereunder. In addition, the Note A-2 Holder agrees that each Revolving Advance Indemnified Party may deduct and offset any amount to be indemnified hereunder from and against any amount that is due to the Note A-2 Holder under the Servicing Agreement. The indemnification obligations of the Note A-2 Holder hereunder shall survive any termination of the Agreement. Each Revolving Advance Indemnified Party's rights pursuant to this Section 2.1 41 are in addition to any other rights a Revolving Advance Indemnified Party may have at law or in equity. (ad) may be repaid The Note A-2 Holder shall provide notice of the making of any Revolving Advance and reborrowed the amount of such Revolving Advance to each other Noteholder, the Master Servicer, the Special Servicer and the Operating Advisor. (e) The Note A-1-A-1 Holder (or at any time prior to when such Note is included in a Securitization, the Revolving Maturity Date, at which time all Advances under this Section 2.1 (aMaster Servicer) shall be immediately due maintain a record of each Revolving Advance advanced by the Note A-2 Holder and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender increase the Note A-2 Principal Balance by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderRevolving Advance.

Revolving Advances. (i) Subject to and upon the terms and prior satisfaction of all other applicable conditions to the making of a Revolving Advance set forth in this Agreement, to obtain a Revolving Advance, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the Funding Date of the Revolving Advance. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Borrowing Base Certificate and Transaction Report (provided that a Borrowing Base Certificate and Transaction Report shall not be required if a Borrowing Base Certificate and Transaction Report were delivered during the most recently ended month), together with any schedules related thereto, and a completed Loan Payment/Advance Request executed by a Responsible Officer or his or her designee. The Lenders may request rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or his or her designee. Bank, on behalf of Collateral Agent and Lenders, shall credit Revolving Advances to the Designated Deposit Account and such Revolving Advances shall be deemed to be Revolving Advances by each of the Lenders in the amount of their respective Revolving Line Commitment Percentages. Bank, Collateral Agent and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, shall make reasonable efforts to make Revolving Advances in an aggregate outstanding amount not to exceed on the lesser of Funding Date requested by Borrower. The Lenders shall reimburse Bank for Revolving Advances made by Bank. (i) the The Lenders, Collateral Agent and Bank, as among themselves, agree that unless Lenders have already funded their respective Revolving Line Commitment Percentages of a Revolving Advance, Bank shall provide the Lenders with a participation settlement report by 12:00 noon Eastern time on the second Business Day of each week following the week in which a Revolving Advance has been funded by Bank and that such reimbursement shall occur by the third Business Day of such week; the Borrower is not a party to or (iia beneficiary of this sentence and it may be amended without Borrower’s consent.) Bank, on behalf of the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve Collateral Agent and the FX Reserve in effect from time to time Subject to the terms and conditions of this AgreementLenders, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the make Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine Agreement based on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderdue.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Exim ------------------ Agreement, amounts borrowed pursuant Bank agrees to this Section 2.1 make Advances to Borrower in an amount not to exceed (ai) may be repaid and reborrowed at any time prior to the Revolving Maturity DateExim Committed Line or the Borrowing Base, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. whichever is less, minus (ii) the aggregate outstanding Advances hereunder, as determined by the Borrowing Base Certificate to be delivered to the Bank. Notwithstanding the foregoing, the aggregate of (i) the Obligations hereunder, and (ii) all Obligations under the Domestic Agreement, and all other indebtedness owed by Borrower to Bank, shall not exceed the amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00). To evidence the Advances, Borrower shall execute and deliver to Bank on the date hereof a promissory note (the "Note") in substantially the form attached hereto as Exhibit B. --------- Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine 3:00 pm. Eastern time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (C hereto together with respect any additional documentation required under the --------- Borrower Agreement, including without limitation, as set forth in Section 2.03 of the Borrower Agreement. In addition to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender the procedure set forth in the preceding sentence, Bank is authorized to make Advances under this Exim Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee (as designated in writing by a Responsible Officer) thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s 's deposit account maintained with each such Lenderaccount. Amounts borrowed pursuant to this Section 2.1.1 may be repaid at any time and re-borrowed at any time during the term of this Exim Agreement so long as no Event of Default has occurred and is continuing.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request availability under Section 2.2 hereof, and so long as the Lender Debt under the Loan Documents shall not have been accelerated (except an acceleration which has been rescinded) and there shall be no Event of Default under Section 10.1(f) or Section 10.1(g) hereof, the Company shall make each payment required under Section 2A.3 hereof with the proceeds of a Revolving Advance. Each such Revolving Advance shall be deemed to be requested by the Company, whether or not the Company actually requests such Revolving Advance in accordance with Section 2.4 hereof, and subject to availability under the Revolving Credit Facility Commitment, the Lenders agree, severally shall make such Revolving Advance unless the Lender Debt shall have been accelerated (and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 heretorescinded), to make Advances in an aggregate outstanding amount Event of Default under Section 10.1(f) or Section 10.1(g) has occurred or such Letter of Credit was not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this properly issuable under Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium2A.1 hereof. (iib) Whenever Borrower desires an Advance, Borrower will notify The Company hereby irrevocably requests each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on such Revolving Advance and irrevocably authorizes and directs the Business Day that Agent to apply the proceeds thereof directly to the Issuing Bank in satisfaction of the Company's obligations under Section 2A.3 hereof in respect of such Letter of Credit. The Letter of Credit in respect of which a Revolving Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 2A.4 shall be deemed to be not outstanding for the purposes of determining availability under the Revolving Credit Facility Commitment in making such Revolving Advance. (ac) No Revolving Advance shall be required to Borrower’s deposit account maintained with each such Lenderbe made by the Lenders under this Section 2A.4 to the extent prevented by applicable law, following any acceleration of the Lender Debt under the Loan Documents (which has not been rescinded) or while any Event of Default under Section 10.1(f) or Section 10.1(g) hereof.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Notwithstanding the foregoing, Bank may, in its sole discretion and upon Borrower’s request, make Advances to Borrower after the Revolving Maturity Date, and all other terms and conditions under this Agreement shall apply to such Advances. Borrower may prepay any Advances without penalty or premium. Borrower shall use the proceeds of the Advances for working capital and corporate purposes. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by email, facsimile transmission or telephone no later than 3.00 2:00 p.m. Pacific fine Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/an Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any email or telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. (i) Subject to and upon Each Lender agrees, severally but not jointly, on the terms and subject to the conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 heretohereinafter set forth, to make Revolving Advances to the Borrowers from time to time during the period from the date hereof to and including the Revolving Commitment Termination Date in an aggregate outstanding amount not to exceed the lesser of at any time outstanding that Lender’s Revolving Commitment Amount, less that Lender’s Percentage (igiving effect to Section 2.7(j) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all with respect to Letters of Credit, ) of the Credit Card Reserve sum of the then outstanding Swing Line Advances and the FX Reserve in effect from time to time Subject to then outstanding L/C Amount. The total amount of the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed Revolving Advances outstanding hereunder at any time prior shall not exceed the Aggregate Revolving Commitment Amount minus the sum of the then outstanding Swing Line Advances and the then outstanding L/C Amount. Within the limits of each Lender’s Revolving Commitment Amount, the Borrowers may borrow, prepay pursuant to the Revolving Maturity Date, at which time all Advances Section 2.11 and reborrow under this Section 2.1 (a) 2.1. If so requested by any Lender, the obligation of any Borrower to repay Revolving Advances made by that Lender shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed evidenced by a Payment/Advance Form single promissory note of such Borrower (each, a “Revolving Note”) payable to that Lender, substantially in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender is authorized to make The Revolving Advances under this Agreement, based upon instructions received shall bear interest on the unpaid principal amount thereof from a Responsible Officer or a designee of a Responsible Officer, or without instructions if the date thereof until paid as set forth in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender2.3.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, each Lender severally (and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, jointly) agrees to make Advances to the Borrower from time to time during the Revolving Commitment Period in an aggregate outstanding principal amount that will not to exceed the lesser of result in (i1) such Lender’s Revolving Line Usage exceeding such Lender’s Revolving Commitment or (2) the aggregate Revolving Line or (ii) Usage exceeding the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time aggregate Revolving Commitments. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date. If at any time the aggregate Revolving Line Usage exceeds the aggregate Revolving Commitments, at which time all the Borrower shall prepay within one (1) Business Day after the receipt of a written request by the Administrative Agent therefor, in cash in the amount of such excess of the Advances under this and cash collateral of the Letter of Credit Obligations pursuant to Section 2.1 (a) shall be immediately due and payable2.1(a)(iii). The Borrower may prepay any Advances without penalty or premium. (ii) Whenever the Borrower desires an Advance, the Borrower will notify each Lender by facsimile transmission or telephone the Administrative Agent no later than 3.00 p.m. Pacific fine on 11:00 a.m., Eastern Time, three (3) Business Days prior to the Business Day date that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from the Borrower within twenty-four (24) hours, (ii) by electronic mail, or (iii) by delivering to the Administrative Agent a Payment/Advance Credit Extension Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Upon each such notification from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender shall make each Advance to be made by such Lender hereunder on the funding date requested by the Borrower solely by wire transfer of immediately available funds by 12:00 p.m., Eastern Time on the proposed date the Advance is to be made, to the Borrower in an amount equal to such Lender’s Revolving Percentage. The Administrative Agent is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions and on behalf of the Lenders if in such Lenderthe Administrative Agent’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders The Administrative Agent shall be entitled to rely on any telephonic notice given by a person who a Lender the Administrative Agent reasonably believes to be a Responsible Officer or a designee thereof, and the Borrower shall indemnify and hold Lenders the Administrative Agent harmless for any damages or loss suffered by any Lender the Administrative Agent as a result of such reliance. Each Lender The Administrative Agent will credit the amount of Advances made under this Section 2.1 (a2.1(a) to the Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and prior satisfaction of all other applicable conditions to the making of a Revolving Advance set forth in this Agreement, to obtain a Revolving Advance, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the Funding Date of the Revolving Advance. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Transaction Report, together with any schedules related thereto, and a completed Loan Payment/Advance Request executed by a Responsible Officer or his or her designee. The Lenders may request rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or his or her designee. Bank, on behalf of Collateral Agent and Lenders, shall credit Revolving Advances to the Designated Deposit Account and such Revolving Advances shall be deemed to be Revolving Advances by each of the Lenders in the amount of their respective Revolving Line Commitment Percentages. Bank, Collateral Agent and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, shall make reasonable efforts to make Revolving Advances in an aggregate outstanding amount not to exceed on the lesser of Funding Date requested by Borrower. The Lenders shall reimburse Bank for Revolving Advances made by Bank. (i) the The Lenders, Collateral Agent and Bank, as among themselves, agree that unless Lenders have already funded their respective Revolving Line Commitment Percentages of a Revolving Advance, Bank shall provide the Lenders with a participation settlement report by 12:00 noon Eastern time on the second Business Day of each week following the week in which a Revolving Advance has been funded by Bank and that such reimbursement shall occur by the third Business Day of such week; the Borrower is not a party to or (iia beneficiary of this sentence and it may be amended without Borrower’s consent.) Bank, on behalf of the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve Collateral Agent and the FX Reserve in effect from time to time Subject to the terms and conditions of this AgreementLenders, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the make Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine Agreement based on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderdue.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Creditminus, in each case, the Credit Card Reserve amount of services being provided under the Cash Management Sublimit and the FX Reserve in effect from time to time aggregate amounts outstanding under the International Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Borrowers may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires Borrowers desire an Advance, Borrower Borrowers will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrowers within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to a Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (ia) Subject to Provided that no Default or Event of Default has occurred and upon the terms is continuing and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject subject to the terms and conditions of this Agreement, Lender hereby agrees to make revolving Advances to Borrower from time to time up to but not including the Final Maturity Date. The aggregate amount of Advances outstanding after giving effect to any proposed new Advance shall not exceed the lesser of (i) the Line of Credit Commitment, or (ii) the Borrowing Base. Borrower may repay outstanding Advances and, subject to the terms and conditions of this Agreement, any amounts borrowed pursuant to this Section 2.1 (a) so repaid may be repaid and reborrowed at any time prior to reborrowed. On the Revolving Final Maturity Date, at which time Borrower shall pay to Lender the entire unpaid principal balance of the Advances together with all Advances under this Section 2.1 (a) accrued but unpaid interest thereon. The Advances, and Borrower’s obligation to repay the same, shall be immediately due evidenced by this Agreement and payable. Borrower may prepay any Advances without penalty or premiumthe books and records of Lender. (iib) Whenever Borrower desires an Advancemay request one or more Advances on any Business Day. Concurrent with such request, Borrower shall provide to Lender a duly completed and signed Daily Availability Report that supports the requested Advance amount. Provided that the terms and conditions for the requested Advance have been met, Lender will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine make the requested Advance available to Borrower on the Business Day of request; provided that the Advance request is to be made. Each such notification shall be promptly confirmed received by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement9:30 a.m., based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereofPacific time, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any has provided to Lender as a result of such reliancethe most recent Daily Availability Report when due pursuant to Section 6.3. Each In all other cases, Lender will credit make the amount requested Advance available to Borrower on the Business Day following the Business Day of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderrequest; provided that the request is received by 12:00 p.m., Pacific time.

Revolving Advances. (i) i. Subject to and upon the terms and conditions of this Agreement, Borrower may request , and Advances under the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances Revolving Line in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Line. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) . Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by a Payment/telephone or in-person followed by written confirmation from Borrower within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank an Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereofOfficer, and Borrower shall indemnify and hold Lenders Bank WEST\291919990.7 harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will (i) at all times prior to the Transition Period End Date, remit the amount of Advances made under this Section 2.1(a) in accordance with the instructions provided by Borrower and (ii) on and after the Transition Period End Date, credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. The Lender agrees, on the terms and subject to the conditions herein set forth, to make advances (the “Revolving Advances”) to any Borrower from time to time until the Termination Date, on the terms and subject to the conditions herein set forth. The Lender shall have no obligation to make a Revolving Advance to a Borrower if, after giving effect to such requested Revolving Advance, (a) the sum of the outstanding and unpaid Revolving Advances to such Borrower exceed such Borrower’s Borrowing Base, or (b) the sum of the outstanding and unpaid Revolving Advances would exceed the Aggregate Borrowing Base. Each Borrower’s obligation to pay the Revolving Advances shall be evidenced by such Borrower’s Revolving Note and shall be secured by the Collateral as provided in Article III and the Mortgaged Property as defined in each of the Factory Mortgage and the Farm Mortgage. Within the limits set forth in this Section 2.2, each Borrower may borrow, prepay pursuant to Section 2.12 and reborrow. Each Borrower agrees to comply with the following procedures in requesting Revolving Advances under this Section 2.2: (a) Such Borrower shall make each request for a Revolving Advance to the Lender before 11:00 a.m. (Denver time) of the day of the requested Revolving Advance. Requests may be made in writing or by telephone, specifying the date of the requested Revolving Advance and the amount thereof. Each request shall be by (i) Subject to and upon the terms and conditions any officer of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line such Borrower; or (ii) the Borrowing Base, minus the Stated Amount any person designated as such Borrower’s agent by any officer of all Letters of Credit, the Credit Card Reserve and the FX Reserve such Borrower in effect from time to time Subject a writing delivered to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 Lender; or (aiii) may be repaid and reborrowed at any time prior to person whom the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result an officer of such reliance. Each Borrower or such a designated agent. (b) Upon fulfillment of the applicable conditions set forth in Article IV, the Lender will credit shall disburse the amount proceeds of Advances made under this Section 2.1 (a) the requested Revolving Advance by crediting the same to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank unless the Lender and such Borrower shall agree in writing to another manner of disbursement. Upon the Lender’s request, such Borrower shall promptly confirm each telephonic request for an Advance by executing and delivering an appropriate confirmation certificate to the Lender. Each Borrower shall repay all such LenderAdvances even if the Lender does not receive such confirmation and even if the person requesting such Advance was not in fact authorized to do so. Any request for an Advance by a Borrower, whether written or telephonic, shall be deemed to be a representation by such Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Interest hereunder shall be due and payable on the last business day of each month during the term hereof. Borrowers may prepay any Advances without penalty or premium. Borrowers shall use the proceeds of the Advances for working capital purposes. (ii) Whenever a Borrower desires an Advance, such Borrower will notify each Lender Bank by email, facsimile transmission or telephone no later than 3.00 2:00 p.m. Pacific fine Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form Borrowing Base Certificate in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) C hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any email or telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to a Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. (a) Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base; and minus (ii) all amounts for (A) services utilized under the Cash Management Services Sublimit, minus the Stated Amount (B) all outstanding Letters of all Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve ) and (C) the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts Reserve. Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Loan Payment/Advance Request Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect “Payment/Advance Form”). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower’s deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (d) Bank’s obligation to lend the undisbursed portion of the Obligations will credit terminate if, in Bank’s sole discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to Upon Borrower’s execution of this Agreement and upon a Revolving Note and compliance with the terms and conditions of this AgreementAgreement and subject to Bank’s confirmation if requested by Aaron’s that Bank has a first priority security interest in the Collateral, Bank shall notify Borrower that Borrower may request Advances pursuant to the Revolving Commitment. Bank shall make such Advances into the DDA Account (or, and with the Lenders agreewritten consent of Aaron’s, severally and such other account for which wiring instructions have been provided to the Bank) solely for the purposes specified in Section 2.3. The maximum principal amount of Advances under the Revolving Commitment at any time outstanding shall not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the committed amount of the Revolving Line or Commitment and (iiB) the sum of the Borrowing Base, Base minus the Stated Amount outstanding principal amount of all Letters of Creditthe Term Loan, the Credit Card Reserve and the FX Reserve in effect from time as most recently reported by Aaron’s to time Subject to the terms and conditions of this Agreement, amounts borrowed Bank pursuant to this Section 2.1 2.5(iv) hereof (a) may be repaid and reborrowed at any time prior such lesser amount herein referred to as the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) “Revolver Availability”). Each Advance shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumin the amount of not less than $500. (ii) Whenever Borrower desires an Advanceshall submit purchase order requests for Merchandise to Aaron’s. In the event that the purchase order is authorized pursuant to the Franchise Agreement, Aaron’s will prepare the purchase order and submit the same to the appropriate supplier requested by Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will notify each Lender be responsible for (i) inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (ii) paying all freight and other shipping and/or insurance charges arising in connection therewith with funds other than Loan proceeds, unless otherwise agreed by facsimile transmission Aaron’s. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower wishes to pay such invoice, Borrower, subject to the Revolver Availability, shall pay such invoice by directing the Bank, through the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer from its DDA Account (or telephone such other method approved in writing by Aaron’s). Any directions for ACH transfers correctly inputted into the Aaron’s Proprietary System prior to 12:00 Midnight (Charlotte, North Carolina time) on any Business Day, shall be paid by the Bank no later than 3.00 p.m. Pacific fine the third Business Day thereafter, unless Borrower is otherwise notified by Aaron’s or the Bank. (iii) Upon receipt of the request for an ACH transfer (provided that such request relates to an Approved Invoice), the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into the Borrower’s DDA Account (or, with the written consent of Aaron’s, such other account for which wiring instructions have been provided to the Bank) and automatically forwarding such amount to the supplier by means of an ACH transfer in accordance with the instructions of Borrower (or such other method approved in writing by Aaron’s). Upon receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof, the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into the Borrower’s DDA Account (or, with the written consent of Aaron’s, such other account for which wiring instructions have been provided to the Bank) and automatically forwarding such amount to such account of the Borrower by means of an ACH transfer in accordance with the instructions of Borrower (or such other method approved in writing by Aaron’s). In the event that a request for an ACH transfer is presented for payment and Borrower’s availability pursuant to the Revolving Commitment is insufficient to honor such request, the Bank may, but shall have no obligation to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the end of each calendar month, Bank shall provide Borrower with a monthly DDA Account statement in the form customarily used by Bank for its commercial customers and a loan account statement. (iv) On the fifth Business Day of each month, for Borrowers with a Revolving Loan (as determined on the Business Day that last day of the Advance is preceding calendar month), Aaron’s shall calculate the Borrowing Base and report the same to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form Bank in substantially writing (the form of Exhibit B-1 (with respect to Bridge) “Borrowing Base Report”), and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes conclusively upon such information. Upon receipt of the Borrowing Base Report, Bank shall input such information into Bank’s loan records to be effective as of the date which is two Business Days after receipt of such information. On the 15th day of each calendar month, Bank shall mail to Borrower a Responsible Officer ▇▇▇▇ setting forth the total amount of principal (to the extent that the aggregate outstanding principal amount of the Revolving Loans exceeds the lesser of the Revolving Commitment or a designee thereofthe Borrowing Base as set forth in the most recent Borrowing Base Report) and interest due on the next Payment Date which ▇▇▇▇ shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to the contrary within thirty (30) days after Bank’s sending of said ▇▇▇▇ to Borrower. In addition, Bank, on the date which is two Business Days after receipt of the Borrowing Base Report from Aaron’s, shall indemnify notify Borrower in writing (including facsimile) of the new Borrowing Base for Borrower and hold Lenders harmless shall require that Borrower repay on the next Payment Date any additional Advances made since the date of the preparation of the statement for such Payment Date if necessary to avoid any damages or loss suffered by any Lender overadvance as a result of such reliance. Each Lender will credit date and such amount (in addition to any amounts set forth in the amount of Advances made under this Section 2.1 (a) ▇▇▇▇ to Borrower’s deposit account maintained with each such Lender) shall be due and payable on the next Payment Date.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Creditminus, in each case, the Credit Card Reserve and amount of services being provided under the FX Reserve in effect from time to time Cash Management Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Borrowers may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires Borrowers desire an Advance, Borrower Borrowers will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine Time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrowers within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to a Borrower’s deposit account maintained with each such LenderBank.

Revolving Advances. (i) Subject to to, and upon the terms and conditions of of, this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed (A) the lesser of (iI) the Committed Revolving Line or (iiII) the greater of the Borrowing BaseBase or $1,000,000, minus (B) the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts . Amounts borrowed pursuant to this Section 2.1 (a2.1(b) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) 2.1(b), together with all accrued and unpaid interest thereon, shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) C hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer Officer, or a designee of a Responsible Officer, or without instructions if if, in such LenderBank’s discretion discretion, such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(b) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (b) Anything to the contrary in Section 2.1(a) above -------------- notwithstanding, Foothill may reduce (i) Subject to and its advance rates based upon Eligible Domestic Accounts, Eligible Foreign Accounts, or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the terms and conditions prospect of this Agreement, Borrower may request repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral or the Canadian Collateral, and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) its advance rates based upon Eligible Inventory without declaring an Event of Default based upon the Borrowing Base, minus results of appraisals of the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect Inventory as Foothill may conduct from time to time Subject or any factor that Foothill believes in good faith will or could reasonably be expected to adversely affect the value of any of the Inventory or the amount that Foothill would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Inventory. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause the outstanding Obligations (other than those evidenced by the Term Notes) to exceed the Maximum Revolving Amount. During the Term Loan B Funding Window, so long as Term Loan B has not been made or the Mobile Indebtedness Conditions are not satisfied, Foothill shall have no obligation to make advances hereunder to the extent they would cause the outstanding Obligations to exceed the Maximum Amount less the then outstanding amount of Mobile Indebtedness. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.5(d). Borrower agrees to establish and maintain a single -------------- designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed to in writing by Foothill and an authorized officer of Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form term of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or the Borrowing Base as defined in Section 1.1, whichever is less, minus (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit; provided, however, that Borrower may request and Bank agrees to make Advances to Borrower of up to $500,000 regardless of the Credit Card Reserve and the FX Reserve in effect from time to time Borrowing Base. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Revolving Line or (iiB) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (A) by telephone or in-person followed by written confirmation from Borrower within 24 hours, (B) by electronic mail or facsimile transmission, or (C) by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliancereliance to the extent provided in Section 13.2. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Exim Agreement, amounts borrowed pursuant Bank agrees to this Section 2.1 (a) may be repaid and reborrowed make Advances to Borrower in an amount not to exceed, at any time prior outstanding, the Exim Committed Line or the Borrowing Base, whichever is less, as determined by the Borrowing Base Certificate to be delivered to the Revolving Maturity DateBank. To evidence the Advances, at which time all Advances under this Section 2.1 Borrower shall execute and deliver to Bank on the date hereof a promissory note (athe "Note") shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) in substantially the form attached hereto as EXHIBIT B. Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be mademade together with any additional documentation required under the Borrower Agreement, including without limitation, as set forth in Section 2.03 of the Borrower Agreement. Each such notification shall be promptly confirmed by a Payment/Advance Form In addition to the procedure set forth in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender preceding sentence, Bank is authorized to make Advances under this Exim Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee (as designated in writing by a Responsible Officer) thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. Amounts borrowed pursuant to this Section may be repaid at any time and re-borrowed at any time during the term of this Exim Agreement so long as no Event of Default has occurred and is continuing.

Revolving Advances. (i) Subject to Upon Borrower’s execution of this Agreement and upon a Revolving Note and compliance with the terms and conditions of this AgreementAgreement and subject to Bank’s confirmation if requested by A▇▇▇▇ that Bank has a first priority security interest in the Collateral, Bank shall notify Borrower that Borrower may request Advances pursuant to the Revolving Commitment. Bank shall make such Advances into the DDA Account for the sole purposes of honoring requests from Borrower, and made through the Lenders agreeAaron’s Proprietary System, severally and not jointly according for ACH transfers to each Lenders’ Loan Commitment as forth on Schedule 1.1 heretosuppliers of Merchandise in payment of Approved Invoices, including any freight charges to the extent A▇▇▇▇ consents thereto, or with Aaron’s consent, to make Borrower’s own account for the payment of sales use taxes. Borrower shall not use the DDA Account for any other purpose. The maximum principal amount of Advances in an aggregate under the Revolving Commitment at any time outstanding amount shall not to exceed the lesser of (iA) the committed amount of the Revolving Line or Commitment and (iiB) the sum of the Borrowing Base, Base minus the Stated Amount outstanding principal amount of all Letters of Creditthe Term Loan, the Credit Card Reserve and the FX Reserve in effect from time as most recently reported by A▇▇▇▇ to time Subject to the terms and conditions of this Agreement, amounts borrowed Bank pursuant to this Section 2.1 2.5(iv) hereof (a) may be repaid and reborrowed at any time prior such lesser amount herein referred to as the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) “Revolver Availability”). Each Advance shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumin the amount of not less than $500. (ii) Whenever Borrower desires an Advanceshall submit purchase order requests for Merchandise to A▇▇▇▇. In the event that the purchase order is authorized pursuant to the Franchise Agreement, A▇▇▇▇ will prepare the purchase order and submit the same to the appropriate supplier requested by Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will notify each Lender be responsible for (i) inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (ii) paying all freight and other shipping and/or insurance charges arising in connection therewith with funds other than Loan Proceeds, unless otherwise agreed by facsimile transmission or telephone A▇▇▇▇. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower wishes to pay such invoice, Borrower, subject to the Revolver Availability, shall pay such invoice by directing the Bank, through the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer from its DDA Account. Any directions for ACH transfers correctly inputted into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia time) on any Business Day, shall be paid by the Bank no later than 3.00 p.m. Pacific fine the third Business Day thereafter, unless Borrower is otherwise notified by A▇▇▇▇ or the Bank. (iii) Upon receipt of the request for an ACH transfer (provided that such request relates to an Approved Invoice), the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into the Borrower’s DDA Account and automatically forwarding such amount to the supplier by means of an ACH transfer in accordance with the instructions of Borrower. Upon receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof, the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into the Borrower’s DDA Account and automatically forwarding such amount to such account of the Borrower by means of an ACH transfer in accordance with the instructions of Borrower. In the event that a request for an ACH transfer is presented for payment and Borrower’s availability pursuant to the Revolving Commitment is insufficient to honor such request, the Bank may, but shall have no obligation to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the end of each calendar month, Bank shall provide Borrower with a monthly DDA Account statement in the form customarily used by Bank for its commercial customers and a loan account statement. (iv) On the fifth Business Day of each month, for Borrowers with a Revolving Loan (as determined on the Business Day that last day of the Advance is preceding calendar month), A▇▇▇▇ shall calculate the Borrowing Base and report the same to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form Bank in substantially writing (the form of Exhibit B-1 (with respect to Bridge) “Borrowing Base Report”), and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes conclusively upon such information. Upon receipt of the Borrowing Base Report, Bank shall input such information into Bank’s loan records to be effective as of the date which is two Business Days after receipt of such information. On the 15th day of each calendar month, Bank shall mail to Borrower a Responsible Officer b▇▇▇ setting forth the total amount of principal (to the extent that the aggregate outstanding principal amount of the Revolving Loans exceeds the lesser of the Revolving Commitment or a designee thereofthe Borrowing Base as set forth in the most recent Borrowing Base Report) and interest due on the next Payment Date which b▇▇▇ shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to the contrary within thirty (30) days after Bank’s sending of said b▇▇▇ to Borrower. In addition, Bank, on the date which is two Business Days after receipt of the Borrowing Base Report from A▇▇▇▇, shall indemnify notify Borrower in writing (including facsimile) of the new Borrowing Base for Borrower and hold Lenders harmless shall require that Borrower repay on the next Payment Date any additional Advances made since the date of the preparation of the statement for such Payment Date if necessary to avoid any damages or loss suffered by any Lender overadvance as a result of such reliance. Each Lender will credit date and such amount (in addition to any amounts set forth in the amount of Advances made under this Section 2.1 (a) b▇▇▇ to Borrower’s deposit account maintained with each such Lender) shall be due and payable on the next Payment Date.

Revolving Advances. (i) Subject On the Closing Date, Bank shall be deemed to have made an Advance to Borrower in the aggregate principal amount of Fourteen Million Five Hundred Twenty-Four Thousand One Hundred Sixty-Six Dollars and Sixty-Seven Cents ($14,524,166.67), which shall refinance all Indebtedness under the Original Agreement. Thereafter and subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing BaseLine, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve Cash Management Sublimit and the FX Reserve in effect from time to time aggregate amounts outstanding under the International Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 12:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrower within twenty-four (24) hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) heretoset forth in the Client Reporting File. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance, except for such damages or losses caused by Bank’s gross negligence or willful misconduct. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Subject to the LIBOR Addendum executed in connection herewith, Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day prior to the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (a) Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (B) the Borrowing Base minus (ii) the Borrowing Base, outstanding principal balance of the Advances minus (iii) the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve ) and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, minus (iv) all amounts for services utilized for Cash Management Services. Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to until the Business Day immediately preceding the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 12:00 p.m. Pacific fine time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form in substantially the form of attached as Exhibit B-1 (with respect B. Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower's deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately due and payable. (d) Bank's obligation to lend the undisbursed portion of the Obligations will credit terminate if, in Bank's reasonable discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount aggregate undrawn face amount of all outstanding Letters of Credit, provided that, at any time during which the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit Card Reserve and is in excess of $400,000, the FX Reserve in effect from time to time aggregate amount of the outstanding Advances plus the aggregate face amount of all outstanding Letters of Credit shall not exceed the Borrowing Base. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. The Lender agrees, on the terms and subject to the conditions herein set forth, to make advances to the Borrower from time to time from the date all of the conditions set forth in Section 4.1 are satisfied or waived in writing by the Lender (the “Funding Date”) to the Termination Date (the “Revolving Advances”). The Lender shall have no obligation to make a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances would exceed the Borrowing Base. The Borrower’s obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral as provided in Article III. Within the limits set forth in this Section 2.1, the Borrower may borrow and reborrow and prepay pursuant to Section 2.6. The Borrower agrees to comply with the following procedures in requesting Revolving Advances under this Section 2.1: (a) The Borrower shall make each request for a Revolving Advance to the Lender before 11:00 a.m. (Denver time) of the day of the requested Revolving Advance. Requests may be made in writing or by telephone, specifying the date of the requested Revolving Advance and the amount thereof. Each request shall be by (i) Subject any officer of the Borrower named in the Certificate of Authority of the Borrower, as may be amended from time to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line time; or (ii) any person designated as the Borrowing Base, minus Borrower’s agent by any such officer of the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve Borrower in effect from time to time Subject a writing delivered to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 Lender; or (aiii) may be repaid and reborrowed at any time prior to person whom the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be such an officer of the Borrower or such a Responsible Officer or a designee thereofdesignated agent. 7 (b) Upon fulfillment of the applicable conditions set forth in Article IV, and Borrower the Lender shall indemnify and hold Lenders harmless for any damages or loss suffered disburse the proceeds of the requested Revolving Advance by any Lender as a result of such reliance. Each Lender will credit crediting the amount of Advances made under this Section 2.1 (a) same to the Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo unless the Lender and the Borrower shall agree in writing to another manner of disbursement. Upon the Lender’s request, the Borrower shall promptly confirm each telephonic request for an Advance by executing and delivering an appropriate confirmation certificate to the Lender. The Borrower shall repay all Advances even if the Lender does not receive such Lenderconfirmation and even if the person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Exim Agreement, amounts borrowed pursuant Bank agrees to this Section 2.1 make Advances to Borrower in an amount not to exceed (ai) may the Exim Committed Line or the Borrowing Base, whichever is less, minus (iii) the aggregate outstanding Advances hereunder, as determined by the Borrowing Base Certificate to be repaid and reborrowed at any time prior delivered to the Revolving Maturity DateBank. To evidence the Advances, at which time all Advances under this Section 2.1 Borrower shall execute and deliver to Bank on the date hereof a promissory note (athe "Note") shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) in substantially the form attached hereto as EXHIBIT B. Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be mademade together with any additional documentation required under the Borrower Agreement, including without limitation, as set forth in Section 2.03 of the Borrower Agreement. Each such notification shall be promptly confirmed by a Payment/Advance Form In addition to the procedure set forth in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender preceding sentence, Bank is authorized to make Advances under this Exim Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee (as designated in writing by a Responsible Officer) thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with account. Amounts borrowed pursuant to this Section may be repaid at any time and re-borrowed at any time during the term of this Exim Agreement so long as no Event of Default has occurred and is continuing. Only Datawatch US may request Advances hereunder. Notwithstanding the foregoing, each such LenderBorrower hereunder shall be obligated to repay all Advances made hereunder, regardless of which Borrower actually receives said Advance, as if each Borrower hereunder directly received all Advances. Each Borrower acknowledges and agrees that, to the extent the other Borrower has or may have certain rights of subrogation or reimbursement against the other for claims arising out of this Exim Agreement, that those rights are hereby waived.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible the Borrower’s Chief Financial Officer or a designee of a Responsible the Borrower’s Chief Financial Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible the Borrower’s Chief Financial Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, Base minus the Stated Amount aggregate face amount of all outstanding Letters of CreditCredit and availability used under the Committed Revolving Line for FX Forward Contracts; provided, however, that Borrower may request Advances in an aggregate outstanding amount of Three Million Dollars ($3,000,000) without regard to the Borrowing Base; provided further that once outstanding Advances, including the face amount of all outstanding Letters of Credit Card Reserve and availability used under the Committed Revolving Line for FX Reserve in effect from time Forward Contracts, exceed Three Million Dollars ($3,000,000), then all outstanding and future Credit Extensions under the Committed Revolving Line shall be subject to time the Borrowing Base. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) . Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. The Lender agrees, on the terms and subject to the conditions herein set forth, to make advances to the Borrower from time to time from the date all of the conditions set forth in Section 4.1 are satisfied (the “Funding Date”) to the Termination Date, on the terms and subject to the conditions herein set forth (the “Revolving Advances”). In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts) apply to this Agreement or the Revolving Note or other Loan Documents. The Lender shall have no obligation to make a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances would exceed the Availability less the L/C Amount. The Borrower’s obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral as provided in Article III and the Security Documents. Within the limits set forth in this Section 2.1, the Borrower may borrow, prepay pursuant to Section 2.12 and reborrow. On the Termination Date, the entire unpaid principal balance of the Revolving Note, and all unpaid interest accrued thereon, shall be due and payable. The Borrower agrees to comply with the following procedures in requesting Revolving Advances under this Section 2.1: (a) The Borrower shall make each request for a Revolving Advance to the Lender before 11:00 a.m. (Central time) of the day of the requested Revolving Advance. Requests may be made in writing or by telephone, specifying the date of the requested Revolving Advance and the amount thereof. Each request shall be by (i) Subject to and upon any officer of the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line Borrower; or (ii) any person designated as the Borrowing Base, minus Borrower’s agent by any officer of the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve Borrower in effect from time to time Subject a writing delivered to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 Lender; or (aiii) may be repaid and reborrowed at any time prior to person whom the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be an officer of the Borrower or such a Responsible Officer or a designee thereofdesignated agent. (b) Upon fulfillment of the applicable conditions set forth in Article IV, and Borrower the Lender shall indemnify and hold Lenders harmless for any damages or loss suffered disburse the proceeds of the requested Revolving Advance by any Lender as a result of such reliance. Each Lender will credit crediting the amount of Advances made under this Section 2.1 (a) same to the Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank Texas, N. A. unless the Lender and the Borrower shall agree in writing to another manner of disbursement. Upon the Lender’s request, the Borrower shall promptly confirm each telephonic request for an Advance by executing and delivering an appropriate confirmation certificate to the Lender. The Borrower shall repay all Advances even if the Lender does not receive such Lenderconfirmation and even if the person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) (a) the Committed Revolving Line minus the Credit Card Sublimit minus the Merchant Services Sublimit, or (iib) the Borrowing Base, whichever is less, minus (ii) the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit); provided, that Borrower shall not request or receive any Advances until Bank has received Borrower's financial projections for the Credit Card Reserve and the FX Reserve in effect from time to time 1999 fiscal year. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1.1 shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Line. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Lender shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Lender harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according Bank shall lend to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Borrower Advances in an aggregate outstanding amount not to exceed (i) the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus (ii) the Stated Amount aggregate face amount ----- of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time including any drawn but unreimbursed Letters of Credit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances ------- - under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this AgreementBank will make Revolving Advances not exceeding, Borrower may request on a joint basis for all Borrowers, and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (B) the Borrowing Base minus (i) all amounts for services utilized under the Merchant Services Sublimit, and minus (ii) the Borrowing Base, minus the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit); provided that the aggregate amount of Revolving Advances, Letters of Credit, Merchant Services utilizations together with the Credit Card Reserve outstanding amount of the Term Loan Advances shall not exceed $4,000,000 through the period ending July 31, 2003, $4,500,000 through the period ending October 31, 2003 and $5,000,000 thereafter, and with the FX Reserve foregoing determined on a joint basis for all Borrowers (the limitations set forth in effect from time this proviso are collectively referred to time Subject to as the terms and conditions of this Agreement, amounts "Usage Cap"). Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an To obtain a Revolving Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 12:00 p.m. Pacific fine time on the Business Day that the Revolving Advance is proposed to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form Form, in substantially the form of attached hereto as Exhibit B-1 (with respect B. Bank will credit Revolving Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower's deposit account. Each Lender is authorized to Bank may make Revolving Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in any such Lender’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereofsuch Person's designee, and Borrower shall indemnify and hold Lenders harmless hereby indemnifies Bank for any damages or loss suffered by Bank suffers due to any Lender as a result of such reliance. Each Lender will credit . (c) The Committed Revolving Line terminates on the amount of Revolving Maturity Date, when all Revolving Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderand related Obligations are immediately payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base. Notwithstanding the foregoing, minus Borrower may request Advances without regard to the Stated Amount of all Letters of CreditBorrowing Base (each a “Non-Formula Advance” and collectively, the Credit Card Reserve and “Non-Formula Advances”) in an aggregate amount not to exceed the FX Reserve in effect from time to time Non-Formula Sublimit. All Non-Formula Advances shall be deemed as Advance for all purposes of this Agreement. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by email, facsimile transmission or telephone no later than 3.00 2:00 p.m. Pacific fine Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification shall be promptly confirmed by and Advance Request Form or a Payment/Advance Form Borrowing Base Certificate in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B or Exhibit C hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any email or telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. (ia) Subject to the other provisions of this Agreement, the Bank may, in its sole discretion, make Revolving Advances to the Borrower from time to time during the period from the date hereof to and upon including the Revolving Facility Termination Date in an aggregate amount not to exceed at any time outstanding the Borrowing Base. Each Revolving Advance shall be made or refused at the sole discretion of the Bank. Within the limits of the Borrowing Base, but subject in each case to the Bank's absolute right to refuse any requested Revolving Advance, the Borrower may borrow, prepay pursuant to Section 2.6 and reborrow under this Section 2.1. (b) The Revolving Advances shall be evidenced by and repayable with interest in accordance with a single promissory note of the Borrower (the "Revolving Note") payable to the order of the Bank, substantially in the form of Exhibit A-1 hereto. The Bank shall accept the Revolving Note in substitution for, but not in payment of, the Borrower's Replacement Revolving Note dated September 28, 1992, payable to the order of the Bank in the face principal amount of $1,750,000. The Revolving Note shall bear interest on the unpaid principal amount thereof from the date thereof until paid as set forth in Section 2.4. (c) Each Revolving Advance shall (if the Bank elects to make such Revolving Advance) be made on written or telephonic request from the Borrower to the Bank from any person purporting to be authorized to request Advances on behalf of the Borrower. Each such request shall be received by the Bank no later than 12:00 noon on the date of the requested Advance and shall specify the amount requested. Upon fulfillment of the applicable conditions set forth in Article III, the Bank shall, if it elects (in its sole discretion) to make the requested Revolving Advance, disburse the amount of the requested Advance by crediting the same to the Borrower's demand deposit account maintained with the Bank or in such other manner as the Bank and the Borrower may from time to time agree. The Borrower shall promptly confirm each telephonic request for an Advance by executing and delivering an appropriate confirmation certificate to the Bank. The Borrower shall be obligated to repay all Advances notwithstanding the failure of the Bank to receive such confirmation and notwithstanding the fact that the person requesting same was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation that the statements set forth in Section 3.2 are correct. (d) This Agreement, among other things, outlines the terms and conditions of this Agreement, Borrower may request , and upon which the Lenders agree, severally and not jointly according Bank presently expects to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, be willing to make Revolving Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may 2.1. However, nothing herein should be repaid and reborrowed at construed as obligating the Bank to make any time prior Revolving Advance or, having done so, to refrain from exercising its right to demand payment of the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) Note. The decision to make each Revolving Advance shall be immediately due in the sole discretion of the Bank and payable. Borrower may prepay any Advances without penalty its officers, and the Bank need not show that an adverse change has occurred in the Borrower's condition, financial or premium. (ii) Whenever Borrower desires an Advanceotherwise, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is in order to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized refuse to make Advances under this Agreement, based upon instructions received from a Responsible Officer any requested Revolving Advance or a designee in order to demand payment of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderRevolving Note.

Revolving Advances. Borrower promises to pay to the order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such Advances at rates in accordance with the terms hereof. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed (a) until the lesser Initial Public Offering: (i) Five Million Dollars ($5,000,000) minus (ii) the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), and (b) from and after the Initial Public Offering and subject to Section 3.3: (i) the Committed Revolving Line or minus (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time ). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) EXHIBIT B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section SECTION 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this SECTION 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time whichever is less. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s deposit account maintained with each such Lenderaccount. Borrower shall deliver to Bank a promissory note in substantially the form of Exhibit C-1. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate undrawn face amount of all the outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time any drawn but unreimbursed Letters of Credit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. Borrower's obligation to repay the Advances is evidenced by this Agreement and a Promissory Note in substantially the form of Exhibit B attached hereto. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) C hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:30 p.m. Pacific fine Eastern time, on the Business Day prior to the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance, except for damages or losses, caused by Bank's gross negligence or willful misconduct. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.l(a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time ACH Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Subject to the terms hereof, Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine California time, on the Business Day that the a Prime Rate Advance is to be made, and 3:00 p.m. California time on the Business Day that is three (3) Business Days prior to the Business Day on which a LIBOR Rate Advance is made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2(a) to Borrower’s deposit account maintained with account. Each such notice shall specify: a) the date such Advance is to be made, which shall be a Business Day; b) the amount of such Advance; c) whether such Advance is to be a Prime Rate Advance or a LIBOR Rate Advance; and d) if the Advance is to be a LIBOR Rate Advance, the Interest Period for such Advance. Each written request for an Advance, and each confirmation of a telephone request for such Lenderan Advance, shall be in substantially the form of Exhibit B-2 hereto executed by Borrower.

Revolving Advances. The Lender agrees, on the terms and subject to the conditions herein set forth, to make advances to the Borrower from time to time from the date all of the conditions set forth in Section 4.1 are satisfied (the “Funding Date”) to the Termination Date, on the terms and subject to the conditions herein set forth (the “Revolving Advances”). In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts) apply to this Agreement or the Revolving Note or other Loan Documents. The Lender shall have no obligation to make a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances would exceed Availability. In addition, at no time shall the outstanding Revolving Advances supported by Eligible Export Inventory exceed 60% of all Revolving Advances. The Borrower’s obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral as provided in Article III and in the Security Documents. Within the limits set forth in this Section 2.1, the Borrower may borrow, prepay pursuant to Section 2.6 and reborrow. On the Termination Date, the entire unpaid principal balance of the Revolving Note, and all unpaid interest accrued thereon, shall be due and payable. The Borrower agrees to comply with the following procedures in requesting Revolving Advances under this Section 2.1: (a) The Borrower shall make each request for a Revolving Advance to the Lender before 11:00 a.m. (Central time) of the day of the requested Revolving Advance. Requests may be made in writing or by telephone, specifying the date of the requested Revolving Advance and the amount thereof. Each request shall be by (i) Subject to and upon any officer of the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line Borrower; or (ii) any person designated as the Borrowing Base, minus Borrower’s agent by any officer of the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve Borrower in effect from time to time Subject a writing delivered to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 Lender; or (aiii) may be repaid and reborrowed at any time prior to person whom the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be an officer of the Borrower or such a Responsible Officer or a designee thereofdesignated agent. (b) Upon fulfillment of the applicable conditions set forth in Article IV, and Borrower the Lender shall indemnify and hold Lenders harmless for any damages or loss suffered disburse the proceeds of the requested Revolving Advance by any Lender as a result of such reliance. Each Lender will credit crediting the amount of Advances made under this Section 2.1 (a) same to the Borrower’s demand deposit account maintained with W▇▇▇▇ Fargo Bank Texas, N. A. unless the Lender and the Borrower shall agree in writing to another manner of disbursement. Upon the Lender’s request, the Borrower shall promptly confirm each telephonic request for a Revolving Advance by executing and delivering an appropriate confirmation certificate to the Lender. The Borrower shall repay all Revolving Advances even if the Lender does not receive such Lenderconfirmation and even if the person requesting a Revolving Advance was not in fact authorized to do so. Any request for a Revolving Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount face amount of all outstanding Letters of Credit. Notwithstanding the foregoing, Borrower may request Advances without regard to the Credit Card Reserve Borrowing Base (each, a “Nonformula Advance”), provided that (x) the aggregate amount of all Nonformula Advances shall not exceed the lesser of the availability under the Revolving Line or the Nonformula Sublimit at any time and the FX Reserve (y) Borrower is in compliance with Section 6.9 prior to and after giving effect from time to time such Nonformula Advance being made. Any Non-Formula Advance shall be deemed an Advance for all purposes of this Agreement. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Line Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 12:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrower within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (a) Bank will make Revolving Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts . Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an To obtain a Revolving Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 2:00 p.m. Pacific fine time on the Business Day that the Revolving Advance is proposed to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form Form, in substantially the form of attached hereto as Exhibit B-1 (with respect B. Bank will credit Revolving Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower's deposit account. Each Lender is authorized to Bank may make Revolving Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in any such Lender’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereofsuch Person's designee, and Borrower shall indemnify and hold Lenders harmless hereby indemnifies Bank for any damages or loss suffered by Bank suffers due to any Lender as a result of such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Revolving Advances and related Obligations are immediately payable. (d) Bank's obligation to lend the undisbursed portion of the Obligations will credit terminate if, in Bank's commercially reasonable discretion, there has been a material adverse change in the amount general affairs, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the lesser of the Committed Revolving Line or (ii) the Borrowing Base, minus (ii) the Stated Amount aggregate face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time ). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) 2.1.1 shall be immediately due and payable. Borrower may prepay any Notwithstanding the foregoing, the aggregate Advances without penalty or premiumoutstanding under this Section 2.1.1 shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) unless Bank has performed an audit of the Collateral, the results of which are satisfactory to Bank. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (1) Bank will make Revolving Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus (ii) the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts ). Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (ii2) Whenever Borrower desires an To obtain a Revolving Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 p.m. by 12:00 P.M. (Pacific fine time) on the Business Day that the such Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form in substantially the form of attached as Exhibit B-1 B (with respect “Payment/Advance Form”). Bank will credit Revolving Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower’s deposit account. Each Lender is authorized to Bank may make Revolving Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereof, and for such purpose. (3) Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender , except for any loss caused from the gross negligence or willful misconduct of Bank. (4) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Revolving Advances and related Obligations are immediately payable, with the understanding that with respect to Non Formula Revolving Advances a special provision as to the maturity thereof applies and is set forth in the definition of Revolving Maturity Date in Section 13 hereof. (5) Bank’s obligation to lend the undisbursed portion of the Credit Extensions will credit terminate if, in Bank’s sole discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Reserve. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 00 to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request request, and the Lenders agreeshall, severally and not jointly jointly, according to each Lenders’ Lender’s Loan Commitment as forth on Schedule 1.1 heretoCommitment, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. Borrower may at any time and from time to time, upon at least ten (10) Business Days prior written notice to Administrative Agent, permanently reduce, without premium or penalty, (A) the entire Commitment Amount at any time or (B) portions of the Commitment Amount, from time to time, in an aggregate principal amount not less than whole multiple of $1,000,000. Any reduction of the Commitment Amount shall be applied to the Commitment Amount of each Lender according to its Commitment Percentage. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Administrative Agent by facsimile or other electronic transmission or telephone no later than 3.00 p.m. 11:00 a.m. Pacific fine time, on the Business Day prior to the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Upon receipt of such notification, Administrative Agent shall promptly notify each Lender, and Lender shall fund its pro rata portion of the Advance to be made in accordance with such Lender’s Commitment Percentage into an account designated by Administrative Agent no later than 12:00 p.m. (noon) Pacific time on the Business Day the Advance is to be made. Administrative Agent is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderAdministrative Agent’s reasonable discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Administrative Agent shall be entitled to rely on any telephonic notice given by a person who a Lender whom Administrative Agent reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Administrative Agent and each Lender harmless for any damages or loss suffered by any Lender such Person as a result of such reliancereliance except for damages or losses caused by Administrative Agent’s gross negligence or willful misconduct. Each Lender will credit Unless Administrative Agent shall have determined that any of the amount of Advances made under this conditions set forth in Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender.3.1 or 3.2, as applicable, have not been satisfied,

Revolving Advances. (i) Subject The Lender may, in its sole discretion, make advances to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject from the date all of the conditions set forth in Section 4.1 are satisfied (the "Funding Date") to the Termination Date, on the terms and subject to the conditions herein set forth (the "Revolving Advances"). The Lender shall not consider any request for a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances would exceed the Borrowing Base. The Borrower's obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral as provided in Article III. Within the limits set forth in this AgreementSection 2.1, amounts borrowed the Borrower may request Revolving Advances, prepay pursuant to this Section 2.1 (a) may be repaid 2.7 and reborrowed at any time prior request additional Revolving Advances. The Borrower agrees to comply with the following procedures in requesting Revolving Maturity Date, at which time all Advances under this Section 2.1 2.1: (a) The Borrower shall make each request for a Revolving Advance to the Lender before 11:00 a.m. (Phoenix time) of the day of the requested Revolving Advance. Requests may be made in writing or by telephone, specifying the date of the requested Revolving Advance and the amount thereof. Each request shall be immediately due and payable. Borrower may prepay by (i) any Advances without penalty or premium.officer of either of the entities constituting the Borrower; or (ii) Whenever any person designated as the Borrower's agent by any officer of either of the entities constituting the Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission in a writing delivered to the Lender; or telephone no later than 3.00 p.m. Pacific fine on (iii) any person whom the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be an officer of the Borrower or such a Responsible Officer or a designee thereofdesignated agent. (b) Upon fulfillment of the applicable conditions set forth in Article IV, and Borrower the Lender shall indemnify and hold Lenders harmless for any damages or loss suffered disburse the proceeds of the requested Revolving Advance by any Lender as a result of such reliance. Each Lender will credit crediting the amount of Advances made under this Section 2.1 (a) same to the Borrower’s 's demand deposit account maintained with Norwest Bank Arizona, NA unless the Lender and the Borrower shall agree in writing to another manner of disbursement. Upon the Lender's request, the Borrower shall promptly confirm each telephonic request for an Advance by executing and delivering an appropriate confirmation certificate to the Lender. The Borrower shall repay all Advances even if the Lender does not receive such Lenderconfirmation and even if the person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower (i) until the Acquisition Line End Date, Borrowers may request Advances in an aggregate outstanding amount not to exceed the Revolving Line minus the aggregate face amount of all outstanding Letters of Credit and (ii) after the Acquisition Line End Date, and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Borrowers may request Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Revolving Line or (iiB) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Borrowers may prepay any Advances without penalty or premium. (ii) Whenever a Borrower desires an Advance, a Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) D hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to a Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and Advances at any time before the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances Revolving Maturity Date in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit, Credit and minus the Credit Card Reserve and the FX Reserve in effect from time to time face amount of outstanding Private Partner Guaranties. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower Borrowers may prepay any Advances without penalty or premium. If at any time the aggregate outstanding Advances made under this Section exceed the Revolving Line minus the face amount of outstanding Letters of Credit and minus the face amount of outstanding Private Partner Guaranties, Borrowers shall immediately pay Bank the excess in cash. (ii) Whenever Borrower desires Borrowers desire an Advance, Borrower Borrowers will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 1:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (B hereto, together with respect a statement in form and substance acceptable to Bridge) and B.2 (with respect to Comerica) heretoBank setting forth each Borrower's Investments. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to a Borrower’s 's deposit account maintained with each such Lenderaccount, as directed by the Borrower requesting the Advance.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve including any drawn but unreimbursed Letters of Credit, and the FX Reserve in effect from time to time ACH Reserves (as defined below). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) 2.1.1 shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine 10:00 a.m. California time, on the Business Day that is one (1) Business Day prior to the Business Day on which a Prime Rate Advance is to be made (or prior to 11:00 a.m. California time, on the Business Day that a Swing Loan is to be made), and noon California time on the Business Day that is three (3) Business Days prior to the Business Day on which a LIBOR Rate Advance is made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) or Exhibit B-2 hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer Representative or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaidRepresentative. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender whom Bank reasonably believes to be a Responsible Officer Representative or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s deposit account maintained with account, as specified by Borrower. Each such notice shall specify: (i) the date such Advance is to be made, which shall be a Business Day; (ii) the amount of such Advance; (iii) whether such Advance is to be a Prime Rate Advance or a LIBOR Rate Advance; and (iv) if the Advance is to be a LIBOR Rate Advance, the Interest Period for such Advance; Each written request for an Advance, and each confirmation of a telephone request for such Lenderan Advance, shall be in substantially the form of Exhibit B-1 or Exhibit B-2 hereto executed by Borrower.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing BaseBase plus $5,000,000, minus minus, in each case, the Stated Amount aggregate face amount of all outstanding Letters of CreditCredit that are not secured by cash, the Credit Card Reserve Exposure, the FX Reserve, and the FX Reserve in effect from time to time amount used for Cash Management Services. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s reasonable discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reasonable reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to in exceed the lesser of (i) the Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) and minus (iii) any other amounts outstanding to the Bank (excluding advances made pursuant to Sections 2.1.2, the Credit Card Reserve 2.1.3.A and the FX Reserve in effect from time to time 2.1.3.B). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance Advances is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) EXHIBIT B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable."

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of (i) One Million Three Hundred Thousand Dollars ($1,300,000) or (ii) the Borrowing Base; provided, and however, that after an Equity Event, Borrower may request Advances in an aggregate outstanding amount not to exceed the Lenders agreelesser of (i) One Million Five Hundred Thousand Dollars ($1,500,000) or (ii) the Borrowing Base; provided, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 heretofurther, to make that after an IPO/Equity Infusion, Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) 2.1.1 shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Borrowers shall deliver to Bank a promissory note for the Advances in substantially the form attached hereto as Exhibit B-1. Bank may enforce its rights in respect of the Advances under this Agreement without such note. Borrowers shall use the proceeds of the Advances for working capital purposes. Borrowers may prepay any Advances without penalty or premium. (ii) Whenever a Borrower desires an Advance, such Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 1:00 p.m. Pacific fine Time on the Business Day that the Advance is requested to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 B hereto written confirmation from Borrower within 24 hours, or (with respect to Bridgeii) and B.2 (with respect to Comerica) by electronic mail or facsimile transmission of a Revolving Advance Request Form in substantially the form of Exhibit B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to BorrowerParent’s deposit account maintained with each such LenderBank.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts borrowed pursuant Foothill agrees to make revolving advances to Borrower in an amount at any one time outstanding not to exceed the Borrowing Base less the undrawn or unreimbursed amount of L/Cs and L/C Guarantees outstanding hereunder. For purposes of this Section 2.1 Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: (i) eighty percent (80%) of the amount of Eligible Accounts, PLUS (ii) Five Million Dollars ($5,000,000). The Borrowing Base shall be calculated and determined once per month as of the first day of each month; PROVIDED, HOWEVER, that, upon the occurrence and continuation of an Event of Default, the Borrowing Base shall be calculated and determined on a daily basis. (a) may be repaid and reborrowed at any time prior Anything to the Revolving Maturity Datecontrary in SECTION 2.1(a) above notwithstanding, at which time all Advances under this Section 2.1 (a) shall be immediately due from and payable. Borrower after the occurrence and during the continuance of an Event of Default, Foothill may prepay any Advances reduce its advance rates based upon Eligible Accounts without penalty or premiumdeclaring an Event of Default. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone Foothill shall have no later than 3.00 p.m. Pacific fine on obligation to make advances hereunder to the Business Day that extent they would cause the Advance is outstanding Obligations to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially exceed Twenty Million Dollars ($20,000,000) (the form of Exhibit B-1 "Maximum Amount"). (with respect to Bridgec) and B.2 (with respect to Comerica) hereto. Each Lender Foothill is authorized to make Advances advances under this Agreement, Agreement based upon telephonic or other instructions received from a Responsible anyone purporting to be an Authorized Officer or a designee of a Responsible OfficerBorrower, or without instructions if pursuant to SECTION 2.4(D). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed in such Lender’s discretion such Advances are necessary to meet Obligations which have become due writing by Foothill and remain unpaid. Lenders Borrower, any advance requested by Borrower and made by Foothill hereunder shall be entitled made to rely on such designated deposit account. Amounts borrowed pursuant to this SECTION 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result time during the term of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (a) the Committed Revolving Line minus (i) the Revolving Line or Cash Management Sublimit minus (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), or (b) the Borrowing Base minus (i) the face amount of all outstanding Letters of Credit Card Reserve and the FX Reserve in effect from time to time (including drawn but unreimbursed Letters of Credit). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of Borrower and in the other Loan Documents, amounts Lender agrees to lend to Borrower from time to time an aggregate amount not to exceed at any time Four Hundred Thousand Dollars ($400,000) (the "Maximum Loan Amount"). Amounts borrowed pursuant to under this Section subsection 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date. Lender shall have no obligation to make an advance to the extent any requested advance would cause total advances (after giving effect to any immediate application of the proceeds thereof) to exceed the Maximum Loan Amount (as defined below); provided that Lender may, at in its sole discretion, elect from time to time to make advances in excess of the Maximum Amount. (b) Until such time as the Additional Loan Conditions (as defined below) are satisfied, Lender agrees to lend to Borrower from time to time an aggregate amount not to exceed Fifty Thousand Dollars ($50,000) (the "Initial Loan Amount"). (c) Lender agrees to lend monies in excess of the Initial Loan to Borrower in an amount not to exceed the lesser of the Borrowing Base or the Maximum Loan Amount upon the satisfaction of each of the following conditions (each of which time all Advances under this Section 2.1 is subject to waiver by Lender) (the "Additional Loan Conditions"): (i) Borrower shall have delivered to Lender an initial Forecasted Budget in form and substance satisfactory to Lender. Without limiting the foregoing in terms of the discretion of Lender to approve or disapprove of such Forecasted Budget, such Forecasted Budget must demonstrate to Lender's satisfaction that (a) shall be immediately due Borrower will not suffer net operating losses excluding depreciation, amortization, legal accounting and payable. other professional fees associated with the administration of the bankruptcy case, during the period covered by the Forecasted Budget, (b) Borrower may prepay any Advances without penalty or premiumwill not suffer negative cash flow during the period covered by the Forecasted Budget, and (c) that Borrower will have the capacity to repay all advances under this Agreement in full as of the Maturity Date. (ii) Whenever Borrower desires an Advanceshall have filed a plan of reorganization in the Bankruptcy Case in form and substance satisfactory to Lender and which plan of reorganization Lender, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance in its reasonable judgement, determines is likely to be made. Each such notification confirmed prior to the Maturity Date. (iii) The Bankruptcy Court Order shall have been entered on a final basis. (d) All advances under this Agreement shall be promptly confirmed by a Payment/Advance Form in substantially the form minimum amount of Exhibit B-1 Five Thousand Dollars (with respect to Bridge$5,000) and B.2 whole multiples of Five Thousand Dollars (with respect to Comerica) hereto$5,000). Each Lender is authorized to make Advances advances under this Agreement, Agreement based upon telephonic or other instructions received from a Responsible anyone purporting to be an Authorized Officer or a designee of a Responsible OfficerBorrower, or without instructions if in such Lender’s discretion such Advances are necessary pursuant to meet Obligations which have become due Section 2.5(d). Borrower agrees to establish and remain unpaidmaintain a single designated deposit account for the purpose of receiving by wire the proceeds of the advances requested by Borrower and made by Lender hereunder. Lenders Unless otherwise agreed by Lender and Borrower, any advance requested by Borrower and made by Lender hereunder shall be entitled made to rely on any telephonic notice given by a person who a Lender reasonably believes such designated deposit account. Amounts borrowed pursuant to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. (ae) Advances under this Agreement shall only be made by wire transfer on Friday morning. Any request by Borrower for an advance must be made in writing by an Authorized Officer and received by Lender not later than 5:00 p.m. New Jersey time three Business Days prior to Borrower’s deposit account maintained with each such Lenderthe requested advance date at the notice address set forth herein.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and Advances at any time before the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances Revolving Maturity Date in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit, Credit and minus the Credit Card Reserve and the FX Reserve in effect from time to time face amount of outstanding Partner Guaranties. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower Borrowers may prepay any Advances without penalty or premium. If at any time the aggregate outstanding Advances made under this Section exceed the Revolving Line minus the face amount of outstanding Letters of Credit and minus the face amount of outstanding Partner Guaranties, Borrowers shall immediately pay Bank the excess in cash. Prior to the Revolving Maturity Date, Borrowers shall secure in cash all obligations under any outstanding Partner Guaranties on terms acceptable to Bank which cash collateral shall be held by Bank until such time as such Partner Guaranties are terminated by Bank. (ii) Whenever Borrower desires Borrowers desire an Advance, Borrower Borrowers will notify each Lender send to Bank by facsimile transmission or telephone e-mail (via pdf) no later than 3.00 3:00 p.m. Pacific fine (Philadelphia time), on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by made a Payment/Advance Form Form, together with a statement in substantially the form of Exhibit B-1 (with respect and substance acceptable to Bridge) and B.2 (with respect to Comerica) heretoBank setting forth each Borrower’s equity interest in each Partner Company. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of Payment Advance Form executed by a Responsible Officer, or without instructions if a Payment Advance Form if, in such LenderBank’s discretion discretion, such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Payment Advance Form which Bank reasonably believes to be executed by a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to a Borrower’s deposit account maintained with each such Lenderaccount, as directed by the Borrower requesting the Advance. (iii) Revolving Advances may be used for working capital and for other general corporate purposes.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Notwithstanding the foregoing, Bank may, in its sole discretion and upon Borrower’s request, make Advances to Borrower after the Revolving Maturity Date, and all other terms and conditions under this Agreement shall apply to such Advances. Borrower may prepay any Advances without penalty or premium. Borrower shall use the proceeds of the Advances for short-term working capital and corporate purposes. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by email, facsimile transmission or telephone no later than 3.00 2:00 p.m. Pacific fine Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/an Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any email or telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Agreement (1) Borrower may request , and the Lenders agree, severally and not jointly according Advances from time to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances time in an aggregate outstanding principal amount not to exceed on any date the lesser of (iA) the maximum principal amount of the Committed Revolving Line or (iiB) the Borrowing BaseBase as of such date, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, (2) amounts borrowed pursuant to this Section 2.1 (a2.1(b) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(b) shall be immediately due and payable. Borrower may prepay at any time, in whole or in part, any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine Eastern Standard Time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender C. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(b) to Borrower’s deposit account maintained with each such Lenderaccount. (iii) As a condition precedent to the initial Advance, Bank shall, upon prior notice to Borrower, conduct an audit of Borrower’s Accounts, at Borrower’s expense, the results of which must be satisfactory to Bank.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Notwithstanding the foregoing, Bank may, in its sole discretion and upon a Borrower’s request, make Advances to such Borrower after the Revolving Maturity Date, and all other terms and conditions under this Agreement shall apply to such Advances. Borrowers may prepay any Advances without penalty or premium. Borrowers shall use the proceeds of the Advances for short-term working capital and corporate purposes. (ii) Whenever a Borrower desires an Advance, such Borrower will notify each Lender Bank by email, facsimile transmission or telephone no later than 3.00 2:00 p.m. Pacific fine Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/an Advance Request Form in substantially the form of Exhibit B-1 B hereto, along with (with respect to Bridgei) aged listings of accounts receivable and B.2 accounts payable, (with respect to Comericaii) a sales journal, (iii) a collections journal, (iv) a deferred revenue schedule and (v) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any email or telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to the appropriate Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to any Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time whichever is less. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever a Borrower desires an Advance, such Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Transaction Report and Loan Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers, jointly and severally, shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 to such Borrower's deposit account. (ac) to Borrower’s deposit account maintained with each such LenderThe Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances advances (each a “Revolving Advance” and collectively, the “Revolving Advances”) to Borrower, subject to Section 2.1(a)(ii), in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing BaseLine, minus the Stated Amount aggregate face amount of all Letters of Credit, the Credit Card Reserve and minus the FX Reserve in effect from time to time Subject to Amount and minus the terms and conditions of this Agreement, amounts outstanding Equipment Advances. Amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the earlier to occur of (i) the Revolving Maturity Date, at which time all Revolving Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty payable or premium(ii) the termination of Bank’s obligation to advance money pursuant to Section 9.1(b). (ii) Whenever Borrower desires an a Revolving Advance, Borrower will shall notify each Lender Bank (which notice shall be irrevocable) by facsimile transmission or telephone to be received no later than 3.00 p.m. 12:00 noon Pacific fine Time, on the Business Day that the Revolving Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) heretoC. The notice shall be signed by a Responsible Officer or his or her designee. Each Lender Bank is authorized to make Revolving Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Revolving Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such LenderBank. (iii) Borrower shall use Revolving Advances solely for working capital, the issuance of letters of credit, equipment purchases, permitted acquisitions described in this Agreement and other general corporate purposes.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each-----case, the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium... (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances --------- under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 2.1 (a) to Borrower’s 's deposit account maintained with each such Lender.account. The obligation to repay the Advances is evidenced by this Agreement and the promissory note attached hereto as Exhibit C. ----------

Revolving Advances. (a) Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line Line, minus all amounts for services utilized under the Business Credit Card Services Sublimit or (iiB) the Borrowing Base, minus (i) all amounts for services utilized under the Stated Amount Business Credit Card Services Sublimit and minus (ii) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts ). Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the term of this Agreement. All advances shall be evidenced by the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) Promissory Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumrepaid in accordance with the terms of the Revolving Promissory Note. (iib) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine Eastern time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Loan Payment/Advance Request Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect "Payment/Advance Form"). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower's deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (d) Bank's obligation to lend the undisbursed portion of the Obligations will credit terminate if, in Bank's sole discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower and provided that Borrowers have delivered evidence to the reasonable satisfaction of Collateral Agent and Lenders of a signed contact for a new customer or the expansion of a contract with an existing customer for the addition of hospital sites and or hospital beds, Parent may request request, and the Lenders agree, severally and not jointly jointly, according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Except as set forth in the Pricing Addendum, Borrowers may prepay any Advances without penalty or premium. Borrowers shall use the proceeds of the Advances for the purchase of Equipment and/or installation costs associated with the installation of a new or expanded customer contract. (ii) Whenever Borrower Parent desires an Advance, Borrower Parent will notify each Lender by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 B-2 (with respect to Comerica) hereto, together with proof of the use of proceeds (including, e.g., a quote or an invoice for the cost of the Equipment or the installation expense for which the Advance is used). Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a2.1(a) to BorrowerParent’s deposit account maintained with each such Lender.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time ). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to Bank will make Advances in an aggregate outstanding amount not to exceed exceeding the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject subject to the terms and conditions of this Agreement, amounts set forth herein. Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time and from time to time during the term of this Agreement, prior to the occurrence and continuance of any Event of Default. All Advances shall be evidenced by the Revolving Promissory Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Revolving Promissory Note. (b) Notwithstanding anything provided herein or in any of the Loan Documents to the contrary, in the event that at any time prior to the Revolving Maturity Date, at a material failure of the Borrower's AGI-1067 compound ("Compound") in either phase II or phase III of the clinical studies related to the Compound occurs, including, without limitation, a discontinuation of any trial or clinical study, a material change in any trial or clinical study design, or the failure to demonstrate significant statistical benefits along primary endpoints of any trial or clinical study, which time results in Borrower terminating the trial or ceasing development of AGI-1067, then in such event, Bank shall no longer have any obligation to make any Advance to Borrower and all Advances under this Section 2.1 (a) outstanding Advances, along with all accrued interest thereon and any other Obligations related to the Committed Revolving Line shall automatically be immediately due and payable. payable upon demand, unless prior to such demand no Event of Default shall have occurred and be continuing hereunder and Borrower may prepay any Advances without penalty or premiumshall make the Certificate of Deposit Assignment in favor of Bank. (iic) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine Eastern time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Request Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect "Payment/Advance Form"). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower's deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender whom Bank reasonably believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (d) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (e) Bank's obligation to lend the undisbursed portion of the Obligations will credit terminate if, in Bank's sole but reasonable discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to Upon Borrower’s execution of this Agreement and upon a Revolving Note and compliance with the terms and conditions of this AgreementAgreement and subject to Bank’s confirmation if requested by ▇▇▇▇▇ that Bank has a first priority security interest in the Collateral, Bank shall notify Borrower that Borrower may request Advances pursuant to the Revolving Commitment. Bank shall make such Advances into the FCTA for the sole purpose of honoring requests from Borrower, and made through ▇▇▇▇▇ by fax, email or other electronic form of notification to ▇▇▇▇▇ by 12:00 noon (Atlanta, Georgia time) on the Lenders agree, severally and not jointly according to Business Day immediately preceding the 10th or the 25th day of each Lenders’ Loan Commitment as forth on Schedule 1.1 heretomonth, to make purchase inventory or, to the extent permitted, by ▇▇▇▇▇, for any other purpose. Borrower shall not use the FCTA for any purpose other than as contemplated by this Agreement. The maximum principal amount of Advances in an aggregate under the Revolving Commitment at any time outstanding amount shall not to exceed the lesser of (iA) the committed amount of the Revolving Line or Commitment and (iiB) (1) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time as most recently reported by ▇▇▇▇▇ to time Subject to the terms and conditions of this Agreement, amounts borrowed Bank pursuant to this Section 2.1 2.5(iv) hereof minus (a2) may be repaid and reborrowed at any time prior the outstanding principal amount of the Term Loan (such lesser amount herein referred to as the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) “Revolver Availability”). Each Advance shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumin the amount of not less than $500. (ii) Whenever Borrower desires an Advanceshall submit purchase order requests for Merchandise to ▇▇▇▇▇ from time to time. In the event that the purchase order is authorized pursuant to the Franchise Agreement, ▇▇▇▇▇ will prepare the purchase order and submit the same to the appropriate supplier requested by Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will notify each Lender be responsible for (a) inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (b) paying all freight and other shipping and/or insurance charges arising in connection therewith with funds other than the proceeds of Loans, unless otherwise agreed by facsimile transmission ▇▇▇▇▇. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower wishes to pay such invoice by Advance pursuant to the Revolving Commitment, Borrower, subject to the Revolver Availability, shall pay such invoice by requesting, through fax, email or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the other electronic form of Exhibit B-1 (with respect notification, that ▇▇▇▇▇ direct Bank to Bridge) pay such invoice by initiating a SWIFT transfer from Borrower’s FCTA to the applicable vendor and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on such request from ▇▇▇▇▇ as if it had been made directly by Borrower. Any directions for such SWIFT transfers transmitted by ▇▇▇▇▇ to Bank prior to 12:00 noon (Atlanta, Georgia time) on any telephonic notice given Business Day immediately preceding the 10th or the 25th day of any month, shall be paid by the Bank no later than the next Business Day thereafter, unless Borrower is otherwise notified by ▇▇▇▇▇ or the Bank. (iii) Upon receipt of the request for a person who a Lender reasonably believes SWIFT transfer (provided, however, that such request relates to be a Responsible Officer or a designee thereofan Approved Invoice), and Borrower the Bank shall indemnify and hold Lenders harmless for any damages or loss suffered honor such request by any Lender as a result of such reliance. Each Lender will credit making an Advance pursuant to the Revolving Commitment in the amount of such request into Borrower’s FCTA and automatically forwarding such amount to the supplier by means of a SWIFT transfer in accordance with the instructions of Borrower. Upon receipt of any request to deposit funds in another account in the name of Borrower or to an account of a third party, and receipt of Aaron’s written approval thereof, Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into Borrower’s FCTA and automatically forwarding such amount to such account of Borrower (or such other approved account) by means of a SWIFT transfer (or such other method approved in writing by ▇▇▇▇▇ and acceptable to Bank) in accordance with the instructions of Borrower. In the event that a request for a SWIFT transfer (or other method of transfer approved in writing by ▇▇▇▇▇ and acceptable to Bank) is presented for payment and Borrower’s availability pursuant to the Revolving Commitment is insufficient to honor such request, Bank may, but shall have no obligation to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the end of each calendar month, Bank shall provide Borrower with a monthly FCTA statement in the form customarily used by Bank for its commercial customers and a loan account statement. (iv) On the fifth Business Day of each month, for a Borrower with a Revolving Loan (as determined on the last day of the preceding calendar month), ▇▇▇▇▇ shall calculate the Borrowing Base and report the same to Bank in writing (the “Borrowing Base Report”), and Bank shall be entitled to rely conclusively upon such information. Upon receipt of the Borrowing Base Report, Bank shall input such information into Bank’s loan records to be effective as of the date which is two Business Days after receipt of such information. On the 15th day of each calendar month, Bank shall mail to Borrower a ▇▇▇▇ setting forth the total amount of principal (to the extent that the Revolving Availability is less than zero) and interest due on the next Payment Date which ▇▇▇▇ shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to the contrary within thirty (30) days after Bank’s sending of said ▇▇▇▇ to Borrower. In addition, Bank, on the date which is two Business Days after receipt of the Borrowing Base Report from ▇▇▇▇▇, shall notify Borrower in writing (including facsimile) of the new Borrowing Base for Borrower and shall require that Borrower repay on the next Payment Date any additional Advances made under this Section 2.1 since the date of the preparation of the statement for such Payment Date if necessary to avoid any overadvance as of such date and such amount (a) in addition to any amounts set forth in the ▇▇▇▇ to Borrower’s deposit account maintained with each such Lender) shall be due and payable on the next Payment Date.

Revolving Advances. (a) At all times that Borrower maintains cash, cash equivalents and other investments acceptable to Bank on deposit with Bank or its Affiliates in an amount equal to not less than Ten Million Dollars ($10,000,000) and the sum of all Advances and the Sublimit Amount (as hereinafter defined) is less than One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate (such period being called, the “Non-Formula Period”), Bank will make Advances not exceeding One Million Five Hundred Thousand Dollars ($1,500,000), minus all amounts for services utilized under the Cash Management Services Sublimit and minus the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) (the “Sublimit Amount”). (b) At all times other than during the Non-Formula Period (such period being called, the “Formula Period”), Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line Line, minus the Sublimit Amount or (iiB) the Borrowing Base, minus the Stated Sublimit Amount of all Letters of Credit, Amounts borrowed under the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) Committed Revolving Loan may be repaid and reborrowed at any time prior to during the term of this Agreement. All advances shall be evidenced by the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) Promissory Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumrepaid in accordance with the terms of the Revolving Promissory Note. (iic) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine Eastern time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Loan Payment/Advance Request Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect “Payment/Advance Form”). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower’s deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender whom Bank reasonably believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender , except if caused by Bank’s gross negligence. (d) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (e) Bank’s obligation to lend the undisbursed portion of the Obligations will credit terminate if, Bank determines, in its sole discretion, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower will fail to comply with one or more of the amount of Advances made under this financial covenants in Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender6 during the next succeeding financial reporting period.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus less in each case the Stated Amount face amount of all any outstanding Letters of Credit (as hereafter defined), including drawn but unreimbursed Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. Borrower shall deliver to Bank a promissory note in substantially the form of Exhibit C. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base. Notwithstanding the foregoing, Borrower may request Advances not to exceed (x) the Borrowing Base minus One Million Dollars ($1,000,000), when Borrower’s unrestricted cash (determined upon review of Borrower’s monthly financial statements delivered to Bank hereunder) is less than Four Million Dollars ($4,000,000); and (y) Two Million Dollars ($2,000,000), until (1) Bank has conducted and reviewed an updated accounts receivable audit, which shall be conducted within thirty (30) days of the Stated Amount Closing Date, and which shall have results satisfactory to Bank; (2) Bank has received an updated appraisal and Phase 2 environmental report (and/or review of all Letters the same by Bank) with respect to the Real Property, which shall be delivered to Bank within thirty (30) days of Creditthe Closing Date, which environmental report shall be satisfactory to Bank and which appraisal shall reflect a net value for the Credit Card Reserve Real Property of at least One Million Five Hundred Seventy Thousand Dollars ($1,570,000); and (3) there has been recorded against the FX Reserve Real Property in effect from time favor of Bank a Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents and Leases) in form and content reasonably acceptable to time Bank. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 p.m. 11:00 a.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (ia) Subject Each Lender, severally and not jointly, agrees to lend from time to time to the Borrower, subject to and upon the terms and conditions herein set forth and subject to the Orders, on any Funding Date, its Pro Rata Share of this Agreement, such amounts as in accordance with the terms hereof may be requested by the Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject (each such borrowing, a “Revolving Advance” and the aggregate outstanding principal balance of all Revolving Advances from time to time, the “Revolving Loan”). (b) The Revolving Advances made by the Lenders on any Funding Date shall be made by the Lenders ratably in accordance with their respective Revolving Commitments. Each Revolving Advance shall be in a minimum amount of $100,000 and shall be made on the date specified in the Borrower’s Certificate, or telephonic notice confirmed in writing, as described in Section 1.03 hereof. (c) Each Lender, at its option, may make any Revolving Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Advance in accordance with the terms and conditions of this Agreement. (d) Each Lender shall make each Revolving Advance to be made by it hereunder on the proposed Funding Date thereof by wire transfer of immediately available funds by 12:00 noon, amounts borrowed pursuant (New York City time) to the account of the Agent most recently designated by it for such purpose by notice to the Lenders. The Agent will make such Revolving Advances available to the Borrower by promptly transferring the amount so received, in like funds, to the Borrower Account. The failure of any Lender to make any Revolving Advance or portion thereof required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Advances as required. (e) It is agreed that each Lender’s funded portion of the Revolving Loan is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loan. Notwithstanding such agreement, the Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Section 2.1 (a) may be repaid Agreement and reborrowed at any time prior the other Program Documents, settlement among them as to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumtake place on a periodic basis. (iif) Whenever The Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine hereby requests on the Business Day that Initial Funding Date a special Revolving Advance in the amount of (x) $35,730,026.88 (the “Rollover Amount ”) minus (y) the Gap Collection Amount. The Borrower hereby directs the Agent and the Lenders to apply the full amount of the Collections representing the Gap Collection Amount and the initial Revolving Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form set forth hereunder towards the payment in substantially full of the form Pre-Petition Debt, thereupon which the obligations, duties and commitments of Exhibit B-1 the Borrower and the Guarantors under the Pre-Petition Facility are hereby terminated (other than with respect to Bridgethe provisions of Sections 1.09 (indemnities), 5.05 (costs and expenses) and B.2 5.08 (with respect to Comericano liability) hereto. Each Lender is authorized to make Advances under this Agreementthat, based upon instructions received from a Responsible Officer or a designee by the terms of a Responsible OfficerSection 6.07 of the Pre-Petition Facility, or without instructions if in survive such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lendertermination).

Revolving Advances. (a) Lenders agree to make Advances, severally but not jointly, according to each Lender's pro-rata share of the Credit Amount (based upon the respective Commitment Percentage of each Lender), not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus (ii) the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit). Amounts borrowed under this Section may be repaid without premium or penalty and reborrowed during the term of this Agreement. (b) Whenever Borrower desires that Lenders make an Advance, the Credit Card Reserve Borrower shall notify Agent of such proposed Advance and the FX Reserve date on which it desires Lenders to make such Advance by facsimile or telephone no later than 3 p.m. two (2) Business Days prior to the Funding Date. Borrower must promptly confirm the notification by delivering to Agent the Payment/Advance Form attached as Exhibit B hereto. Such notice shall (i) be made at least two (2) Business Days in effect from advance of the desired Funding Date, and (ii) be irrevocable. Within one (1) Business Day of receipt of such notice, Agent shall notify each Lender by telephone or facsimile of the principal amount (including such Lender's Commitment Percentage thereof) and Funding Date of the Advance being requested by Borrower. Borrower's request for an Advance shall be deemed to be a representation and warranty by Borrower that no Default or Event of Default has occurred and is continuing, and that the representations and warranties set forth in Section 5 are true and correct in all material respects as of the time of such notice as if made at such time, provided that those representations and warranties expressly referring to time another date shall be true, correct and complete in all material respects as of that date. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender.this

Revolving Advances. (a) Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve as in effect from time to time Subject to time, minus (ii) the terms and conditions amount of this Agreementall outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), amounts minus (ii) the Cash Management Services Reserve minus (iii) the FX Reserve. Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the term of this Agreement. All Advances shall be evidenced by the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) Promissory Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumrepaid in accordance with the terms of the Revolving Promissory Note. (iib) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine Eastern time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Loan Payment/Advance Request Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect "Payment/Advance --------- Form"). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower's deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (d) Bank's obligation to lend the undisbursed portion of the Obligations will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderterminate if, in Bank's sole discretion, there has occurred a Material Adverse Change.

Revolving Advances. (a) Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts . Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the term of this Agreement. All advances shall be evidenced by the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) Promissory Note to be executed and delivered by Borrowers to Bank on the Closing Date and shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumrepaid in accordance with the terms of the Revolving Promissory Note. (iib) Whenever Borrower desires To obtain an Advance, Borrower will Company must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine Eastern time on the Business Day that the Advance is to be made. Each such Company must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Loan Payment/Advance Request Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect “Payment/Advance Form”). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoCompany’s deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer of Company or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic telephone notice given by a person who a Lender whom Bank reasonably believes to be is a Responsible Officer of Company or a designee thereof, and Borrower shall designee. Borrowers will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (d) Bank’s obligation to lend the undisbursed portion of the Committed Revolving Line will credit terminate if, in Bank’s sole, but reasonable, discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrowers from the most recent business plan of Borrowers presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Parent Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Availability Amount. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay all or a portion of any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Parent Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by a Payment/telephone or in-person followed by written confirmation from Parent Borrower within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank an Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) heretoRequest Form. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account a Deposit Account maintained by the Borrower requesting such Advance with each such LenderBank. (iii) The Revolving Line terminates on the Revolving Maturity Date, when the outstanding principal amount of all Advances, the accrued and unpaid interest thereon, and all other outstanding Obligations relating to the Revolving Line shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request Bank, and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, agrees to make Advances advances (each a "Revolving Advance" and collectively, the "Revolving Advances") to Borrower, subject to Section 2.1(a)(ii), in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus minus, in each case, the Stated Amount aggregate face amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts . Amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the earlier to occur of (i) the Revolving Maturity Date, at which time all Revolving Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty payable or premium(ii) the termination of Bank's obligation to advance money pursuant to Section 9.1(b). (ii) Whenever Borrower desires an a Revolving Advance, Borrower will shall notify each Lender Bank (which notice shall be irrevocable) by facsimile transmission or telephone to he received no later than 3.00 3:00 p.m. Pacific fine Eastern Standard Time, on the Business Day that the Revolving Advance is to be made. Each such notification shall be promptly confirmed by a a 1. Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) heretoC. The notice shall be signed by a Responsible Officer or his or her designee. Each Lender Bank is authorized to make Revolving Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Revolving Advances made under this Section 2.1 2.1 (a) to Borrower’s 's deposit account maintained with each such LenderBank. (iii) Borrower shall use Revolving Advances solely for working capital and general corporate purposes.

Revolving Advances. (a) Bank agrees to make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus (ii) the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, ). Amounts borrowed under this Section may be repaid without premium or penalty and reborrowed during the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions term of this Agreement. (b) Whenever Borrower desires Bank to make an Advance, amounts borrowed pursuant Borrower must notify Bank of such proposed Advance and the date on which it desires Bank to this Section 2.1 make such Advance by facsimile or telephone no later than 3 p.m. two (a2) may be repaid and reborrowed at any time Business Days prior to the Funding Date. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Form attached as Exhibit B hereto. Such notice shall (i) be made at least two (2) Business Days in advance of the desired Funding Date, and (ii) be irrevocable. Bank will credit Advances to Borrower's deposit account. Borrower's request for an Advance shall be deemed to be a representation and warranty by Borrower that no Default or Event of Default has occurred and is continuing, and that the representations and warranties set forth in Section 5 are true and correct in all material respects as of the time of such notice as if made at such time, provided that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of that date. Bank's obligation to make Credit Extensions shall be expressly subject to: (x) in the case of the initial Credit Extension the satisfaction of the conditions set forth in Sections 3.1 and 3.2, and (y) in the case of all subsequent Credit Extensions, the satisfaction of the conditions set forth in Section 3.2. (c) The Committed Revolving Line terminates on the Revolving Maturity Date, at which time when all Advances under this Section 2.1 (a) shall be are immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lender.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Exim Agreement and the Domestic Agreement, Bank agrees to make Advances to Borrower in an aggregate amount outstanding at any time not to exceed (i) the Exim Committed Line or the Borrowing Base, whichever is less, minus (ii) the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), and (iii) minus the amount by which the then outstanding aggregate advances to Borrower under the Line of Credit facility under the Domestic Agreement exceed $3,000,000. Notwithstanding the foregoing, at no time shall the portion of the principal balance of the Credit Accommodations that is supported by the Inventory Portion of the Borrowing Base exceed 60% of the sum of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Commercial Letters of Credit. Subject to the terms and conditions of this Exim Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed re-borrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) To evidence the Advances, Borrower shall execute and deliver to Bank pursuant to the terms of the Domestic Agreement the Line of Credit Note(as defined in the Domestic Agreement). (c) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine California time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) C hereto. Each Lender In addition to the procedure set forth in the preceding sentence, Bank is authorized to make Advances under this Exim Agreement, based upon written instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders shall be entitled to rely on any telephonic notice given by a person who a Lender reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderaccount. (d) The Exim Committed Line shall terminate on the Maturity Date, at which time all Advances under this Section 2.1 and any other amounts due under this Exim Agreement shall be immediately due and payable.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line $2,500,000 or (ii) the Borrowing Base. Notwithstanding the foregoing, minus upon Borrower's achievement of a Borrowing Base the Stated Amount value of all Letters which is equal to or exceeds Ten Million Dollars ($10,000,000), Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of Credit, (A) $5,000,000 or (B) the Credit Card Reserve and the FX Reserve in effect from time to time Borrowing Base. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) EXHIBIT B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and Bank will make Revolving Advances not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of exceeding: (i) the lesser of the Committed Revolving Line or the Borrowing Base; minus (ii) the Borrowing Base, minus sum of (A) the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit, the Credit Card Reserve ) and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, (B) all amounts utilized for Cash Management Services. Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior during the term of this Agreement. Revolving Advances that are made subject to the Revolving Maturity Date, at which time all Advances under terms and provisions of this Section 2.1 clause (aa-2) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumare also referred to herein as the “Borrowing Base Advances.” (iib) Whenever Borrower desires an To obtain a Revolving Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 12:00 p.m. Pacific fine time on the Business Day that the Revolving Advance is proposed to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form Form, in substantially the form of attached hereto as Exhibit B-1 (with respect B. Bank will credit Revolving Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower’s deposit account. Each Lender is authorized to Bank may make Revolving Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in any such Lender’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereofsuch Person’s designee, and Borrower shall indemnify and hold Lenders harmless hereby indemnifies Bank for any damages or loss suffered by Bank suffers due to any Lender as a result of such reliance, other than that arising from the gross negligence or willful misconduct of Bank. Each Lender will Further, prior to the making of the first Borrowing Base Advance, Borrower shall comply with the Collateral audit and other applicable requirements set forth in Section 6.2 hereof. (c) The Bank’s undertaking to extend credit accommodations under the amount of Committed Revolving Line terminates on the Revolving Maturity Date, when all Revolving Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderand related Obligations are immediately due and payable.

Revolving Advances. (i) Subject to Upon Borrower’s execution of this Agreement and upon a Revolving Note and compliance with the terms and conditions of this AgreementAgreement and subject to Bank’s confirmation if requested by ▇▇▇▇▇ that Bank has a first priority security interest in the Collateral, Bank shall notify Borrower that Borrower may request Advances pursuant to the Revolving Commitment. Bank shall make such Advances into the FCTA for the sole purpose of honoring requests from Borrower, made through ▇▇▇▇▇ by fax, email or other electronic form of notification to ▇▇▇▇▇ by 12:00 noon (Atlanta, Georgia time) on the Business Day immediately preceding the 10th or the 25th day of each month, to purchase inventory, and to the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 heretoextent permitted by ▇▇▇▇▇, to make pay sales and use taxes and freight charges. Borrower shall not use the FCTA for any purpose other than as contemplated by this Agreement. The maximum principal amount of Advances in an aggregate under the Revolving Commitment at any time outstanding amount shall not to exceed the lesser of (iA) the committed amount of the Revolving Line or Commitment and (iiB) (1) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time as most recently reported by ▇▇▇▇▇ to time Subject to the terms and conditions of this Agreement, amounts borrowed Bank pursuant to this Section 2.1 2.5(iv) hereof minus (a2) may be repaid and reborrowed at any time prior the outstanding principal amount of the Term Loan (such lesser amount herein referred to as the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) “Revolver Availability’’). Each Advance shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumin the amount of not less than $500. (ii) Whenever Borrower desires an Advanceshall submit purchase order requests for Merchandise to ▇▇▇▇▇ from time to time. In the event that the purchase order is authorized pursuant to the Franchise Agreement, ▇▇▇▇▇ will prepare the purchase order and submit the same to the appropriate supplier requested by Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will notify each Lender be responsible for (a) inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (b) paying all freight and other shipping and/or insurance charges arising in connection therewith with funds other than the proceeds of Loans, unless otherwise agreed by facsimile transmission ▇▇▇▇▇. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower wishes to pay such invoice by Advance pursuant to the Revolving Commitment, Borrower, subject to the Revolver Availability, shall pay such invoice by requesting, through fax, email or telephone no later than 3.00 p.m. Pacific fine on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the other electronic form of Exhibit B-1 (with respect notification, that ▇▇▇▇▇ direct Bank to Bridge) pay such invoice by initiating a SWIFT transfer from Borrower’s FCTA to the applicable vendor and B.2 (with respect to Comerica) hereto. Each Lender is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on such request from ▇▇▇▇▇ as if it had been made directly by the Borrower. Any directions for such SWIFT transfers transmitted by ▇▇▇▇▇ to Bank prior to 12:00 noon (Atlanta, Georgia time) on any telephonic notice given Business Day immediately preceding the 10th or the 25th day of any month, shall be paid by the Bank no later than the next Business Day thereafter, unless Borrower is otherwise notified by ▇▇▇▇▇ or the Bank. (iii) Upon receipt of the request for a person who a Lender reasonably believes SWIFT transfer (provided, however, that such request relates to be a Responsible Officer or a designee thereofan Approved Invoice), and Borrower the Bank shall indemnify and hold Lenders harmless for any damages or loss suffered honor such request by any Lender as a result of such reliance. Each Lender will credit making an Advance pursuant to the Revolving Commitment in the amount of such request into Borrower’s FCTA and automatically forwarding such amount to the supplier by means of a SWIFT transfer in accordance with the instructions of Borrower. Upon receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof, the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into Borrower’s FCTA and automatically forwarding such amount to such account of Borrower by means of a SWIFT transfer in accordance with the instructions of Borrower. In the event that a request for a SWIFT transfer is presented for payment and Borrower’s availability pursuant to the Revolving Commitment is insufficient to honor such request, the Bank may, but shall have no obligation to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the end of each calendar month, Bank shall provide Borrower with a monthly FCTA statement in the form customarily used by Bank for its commercial customers and a loan account statement. (iv) On the fifth Business Day of each month, for a Borrower with a Revolving Loan (as determined on the last day of the preceding calendar month), ▇▇▇▇▇ shall calculate the Borrowing Base and report the same to Bank in writing (the “Borrowing Base Report”), and Bank shall be entitled to rely conclusively upon such information. Upon receipt of the Borrowing Base Report, Bank shall input such information into Bank’s loan records to be effective as of the date which is two Business Days after receipt of such information. On the 15th day of each calendar month, Bank shall mail to Borrower a ▇▇▇▇ setting forth the total amount of principal (to the extent that the Revolving Availability is less than zero) and interest due on the next Payment Date which ▇▇▇▇ shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to the contrary within thirty (30) days after Bank’s sending of said ▇▇▇▇ to Borrower. In addition, Bank, on the date which is two Business Days after receipt of the Borrowing Base Report from ▇▇▇▇▇, shall notify Borrower in writing (including facsimile) of the new Borrowing Base for Borrower and shall require that Borrower repay on the next Payment Date any additional Advances made under this Section 2.1 since the date of the preparation of the statement for such Payment Date if necessary to avoid any overadvance as of such date and such amount (a) in addition to any amounts set forth in the ▇▇▇▇ to Borrower’s deposit account maintained with each such Lender) shall be due and payable on the next Payment Date.

Revolving Advances. (ia) Subject Bank will make advances hereunder (referred to and upon herein as the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and “Revolving Advances”) not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed exceeding the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Subject to the terms and conditions of this Agreement, amounts . Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an To obtain a Revolving Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 12:00 p.m. Pacific fine time on the Business Day that the Revolving Advance is proposed to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form Form, in substantially the form of attached hereto as Exhibit B-1 (with respect B. Bank will credit Revolving Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower’s deposit account. Each Lender is authorized to Bank may make Revolving Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a such Person’s designee of a Responsible Officer, or without instructions if in any such Lender’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to Bank may rely on any telephonic notice given by a person who a Lender reasonably whom Bank believes to be is a Responsible Officer or a designee thereofsuch Person’s designee, and Borrower shall indemnify and hold Lenders harmless hereby indemnifies Bank for any damages or loss suffered by Bank suffers due to any Lender as a result of such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Revolving Advances and related Obligations (excluding however all Equipment Advances, interest thereon and fees and expenses relating to the Equipment Advances) are immediately payable. (d) Bank’s obligation to lend the undisbursed portion of the Obligations will credit terminate if, in Bank’s sole discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, each Lender severally (and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, jointly) agrees to make Advances to Borrowers from time to time during the Revolving Commitment Period up to an amount not to exceed such Lender’s Revolving Commitment in an aggregate outstanding principal amount (1) that will not result in such Lender’s Revolving Percentage exceeding such Lender’s Revolving Commitment or (2) not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount amount of all Letters of Credit, services being provided under the Credit Card Reserve Cash Management Sublimit and the FX Reserve in effect from time to time aggregate amounts outstanding under the International Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Borrowers may prepay any Advances without penalty or premiumpremium (other than in accordance with the terms of the Fee Letter). (ii) Whenever Borrower desires Borrowers desire an Advance, Borrower Borrowers will notify each Lender by facsimile transmission or telephone Administrative Agent no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day prior to the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrowers within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Administrative Agent a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Upon each such notification from Borrowers, the Administrative Agent shall promptly notify each Lender thereof. Each Lender shall make each Revolving Loan to be made by such Lender hereunder on the funding date requested by Borrowers solely by wire transfer of immediately available funds by 12:00 p.m., Eastern time, to the Borrowers in an amount equal to such Lender’s Revolving Loan Percentage. Administrative Agent is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions and on behalf of the Lenders if in such LenderAdministrative Agent’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Administrative Agent shall be entitled to rely on any telephonic notice given by a person who a Lender Administrative Agent reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Administrative Agent harmless for any damages or loss suffered by any Lender Administrative Agent as a result of such reliance. Each Lender Administrative Agent will credit the amount of Advances made under this Section 2.1 (a2.1(a) to a Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount aggregate face amount of all outstanding Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time including any drawn but unreimbursed amounts. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:30 p.m. Pacific fine Eastern time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance, except for damages or loss arising from Bank's own willful misconduct or gross negligence. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s 's deposit account maintained with each such Lenderidentified in the Payment/Advance form.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the Borrowing Base, minus the Stated Amount principal amount of all Letters of Creditoutstanding advances under that certain Letter Agreement dated March 25, the Credit Card Reserve 1996 between Borrower and the FX Reserve in effect from time to time Bank. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumAgreement. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) EXHIBIT B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. (c) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Revolving Line or (iiB) the Borrowing Base, minus the Stated Amount of all Letters of Credit, less any amounts outstanding under the Credit Card Reserve Services Sublimit. Borrower may not request Advances based on the Borrowing Base until such time as Bank has received (Y) the results of a Collateral audit which shall be satisfactory to Bank; and (Z) a signed (Landlord Waiver/Bailee/Warehouseman’s Agreement and Inventory Appraisal); provided Borrower may request Advances based on the FX Reserve in effect from time to time Borrowing Base without satisfying (Z) if the Borrowing Base does not include Eligible Inventory; provided further Borrower may request Credit Card Services without satisfying (Y) or (Z). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. The Advances shall be used for general working capital purposes. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine Eastern time, on the Business Day prior to the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of the Committed Revolving Line. At any time the Credit Extensions exceed Five Million Dollars ($5,000,000), then, subject to and upon the Lenders agreeterms and conditions of this Agreement, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount face amount of all outstanding Letters of Credit, the including any drawn but unreimbursed Letters of Credit Card Reserve and the FX Reserve in effect from time to time Reserve. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) 2.1.1 may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) 2.1.1 shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (iib) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make --------- Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) 2.1.1 to Borrower’s 's deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, Bank agrees to make Revolving Advances to Borrower in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving Line or the Borrowing Base, whichever is less minus (ii) the Borrowing Base, minus the Stated Amount face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) and minus (iii) the Foreign Exchange Reserve. For purposes of this Agreement, "Borrowing Base" shall mean an amount equal to (i) EIGHTY percent (80%) of Eligible Accounts plus (ii) the Credit Card Reserve and lesser of THIRTY percent (30%) of the FX Reserve in effect from time to time value of Borrower's Eligible Inventory (valued at the lower of cost or wholesale fair market value) or NINE HUNDRED THOUSAND AND NO/100THS Dollars ($900,000). Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the Revolving Maturity Date, at which time all Advances under term of this Section 2.1 (a) shall be immediately due and payableAgreement. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an a Revolving Advance, Borrower will notify each Lender Bank (i) in the case of a Prime Rate loan, by facsimile transmission or telephone no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Revolving Advance is to be made. Each , in which case each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 B hereto, or (ii) in the case of a LIBOR Rate loan in accordance with respect the provisions of the LIBOR Supplement to Bridge) Agreement, a copy of which is attached hereto and B.2 (with respect to Comerica) heretoincorporated herein. Each Lender Bank is authorized to make Revolving Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such Lender’s Bank's discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereofOfficer, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Revolving Advances made under this Section 2.1 (a) to Borrower’s 's deposit account maintained with each such Lenderaccount. The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Revolving Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed re-borrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 p.m. 11:00 a.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Borrower will deliver copies of invoices in connection with any Advance request and all supporting documents, plus transaction files for all invoices and payment application in an electronic format acceptable to Bank for processing. Documents received by 11:00 a.m. California time on accounts acceptable to Bank will be processed on the same Business Day. Documents received after then will be processed on the next Business Day. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request request, and the Lenders agreeBank shall make available, severally and not jointly according Advances from time to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances time in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Limit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances in whole or in part without penalty or premium. Borrower shall deliver to Bank a promissory note for the Advances in substantially the form attached hereto as Exhibit B-1. Bank may enforce its rights in respect of the Advances under this Agreement without such note. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by facsimile transmission or telephone no later than 3.00 12:00 p.m. Pacific fine time, on the Business Day that is three (3) Business Days prior to the Business Day on which an Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer of Borrower or a designee of a Responsible OfficerOfficer of Borrower, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaidunpaid after expiration of any applicable grace or cure period and the giving of any required notice of such non-payment. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders harmless for any damages or loss suffered by any Lender as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s such deposit account maintained with each such Lenderor Obligation as Borrower specifies.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender Bank by email, facsimile transmission or telephone no later than 3.00 2:00 p.m. Pacific fine Time, on the Business Day that is one day before the Business Day the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form Borrowing Base Certificate in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) C hereto, which may be accompanied by an Advance/Paydown Request in the form of Exhibit B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any email or telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a) to Borrower’s deposit account maintained with each such Lenderat Bank.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, so long as the MRR Retention Rate is at least ninety percent (90%) and Bank shall have received, in form and substance satisfactory to Bank, an audit of the Collateral, the results of which shall be satisfactory to Bank, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus minus, in each case, the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium. (ii) Whenever Borrower desires an Advance, Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrower within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Payment/Revolving Advance Request Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to Borrower’s deposit account maintained with each such Lenderaccount.

Revolving Advances. (a) Bank will make Advances not exceeding (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (iA) the Committed Revolving Line or (iiB) the Borrowing Base, minus (ii) the Stated Amount amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), minus (iii) the Cash Management Sublimit and minus (iv) the FX Reserve; provided, however, that on any day on which Borrower meets the Unrestricted Cash Threshold, the Credit Card Reserve and the FX Reserve restriction in effect from time to time Subject to the terms and conditions of this Agreement, amounts clause (i)(B) above shall not apply. Amounts borrowed pursuant to under this Section 2.1 (a) may be repaid and reborrowed at any time prior to during the term of this Agreement. All advances shall be evidenced by the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a) Promissory Note to be executed and delivered by Borrower to Bank and shall be immediately due and payable. Borrower may prepay any Advances without penalty or premiumrepaid in accordance with the terms of the Revolving Promissory Note. (iib) Whenever Borrower desires To obtain an Advance, Borrower will must notify each Lender Bank by facsimile transmission or telephone no later than 3.00 by 3:00 p.m. Pacific fine Eastern time on the Business Day that the Advance is to be made. Each such Borrower must promptly confirm the notification shall be promptly confirmed by a delivering to Bank the Payment/Advance Form in substantially attached as Exhibit B (the form of Exhibit B-1 (with respect “Payment/Advance Form”). Bank will credit Advances to Bridge) and B.2 (with respect to Comerica) heretoBorrower’s deposit account. Each Lender is authorized to Bank may make Advances under this Agreement, Agreement based upon on instructions received from a Responsible Officer or a his or her designee of a Responsible Officer, or without instructions if in such Lender’s discretion such the Advances are necessary to meet Obligations which have become due and remain unpaiddue. Lenders shall be entitled to For purposes of this Section 2.1.1(b), Bank may rely on any telephonic telephone notice given by a person who a Lender whom Bank reasonably believes to be is a Responsible Officer or a designee thereof, and designee. Borrower shall will indemnify and hold Lenders harmless Bank for any damages or loss suffered by any Lender as a result of Bank suffers due to such reliance. Each Lender . (c) The Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable. (d) Bank’s obligation to lend the undisbursed portion of the Committed Revolving Line will credit terminate if, in Bank’s sole discretion, there has been a material adverse change in the amount general affairs, management, results of Advances made under operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Section 2.1 (a) to Borrower’s deposit account maintained with each such LenderAgreement.

Revolving Advances. (i) Subject to and upon the terms and conditions of this Agreement, Borrower Borrowers may request , and the Lenders agree, severally and not jointly according to each Lenders’ Loan Commitment as forth on Schedule 1.1 hereto, to make Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus the Stated Amount of all Letters of Credit, the Credit Card Reserve and the FX Reserve in effect from time to time . Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1 (a2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1 (a2.1(a) shall be immediately due and payable. Borrower Borrowers shall deliver to Bank a promissory note for the Advances in substantially the form attached hereto as Exhibit B-1. Bank may enforce its rights in respect of the Advances under this Agreement without such note. Borrowers shall use the proceeds of the Advances for working capital purposes. Borrowers may prepay any Advances without penalty or premium. (ii) Whenever a Borrower desires an Advance, such Borrower will notify each Lender by facsimile transmission or telephone Bank no later than 3.00 3:00 p.m. Pacific fine Time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed made (i) by telephone or in-person followed by written confirmation from Borrowers within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Payment/Advance Form in substantially the form of Exhibit B-1 (with respect to Bridge) and B.2 (with respect to Comerica) B hereto. Each Lender Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in such LenderBank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Lenders Bank shall be entitled to rely on any telephonic notice given by a person who a Lender Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower Borrowers shall indemnify and hold Lenders Bank harmless for any damages or loss suffered by any Lender Bank as a result of such reliance. Each Lender Bank will credit the amount of Advances made under this Section 2.1 (a2.1(a) to BorrowerParent’s deposit account maintained with each such LenderBank.