Common use of Term Loan A Clause in Contracts

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make one (1) term loan to Borrower in an aggregate principal amount of the Term Loan A Amount (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make one (1) a term loan to Borrower Borrowers in an aggregate principal one disbursement the amount of Two Million Dollars ($2,000,000) (the Term Loan A Amount (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used by Borrowers to reimburse Borrowers for general cash expended in Silverback’s acquisition of LMR Solutions, to repay Subordinated Debt owed by Silverback to Xxxx X. XxXxxxxx in connection with the financing of the LMR Solutions acquisition and for working capital purposes and for capital expenditurespurposes. (ii) Interest shall accrue from the date of the funding of the Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 accordance with Section 2.3(c). The Term Loan A shall be payable in forty two (42) equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End DateJuly 1, 2013, and continuing on the same day of each month thereafter through until the Term Loan A Maturity Date, at which time when all amounts due in connection with the Term Loan A outstanding principal and accrued interest shall be immediately due and payablepaid in full. The Term Loan A, once repaid, may not be re-borrowedreborrowed. Borrowers may prepay the Term Loan A in whole or in part without penalty or premium. (iii) On When Borrowers desires to obtain the Term Loan A Availability End DateA, Borrower Borrowers shall confirm to notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 3:00 p.m. Eastern Central time that Borrower desires to obtain (1:30 p.m. Central time for wire transfers) on the Business Day the Term Loan A. A is to be made. Such confirmation notice shall be substantially in the form of Exhibit C. The confirmation notice shall be signed by an Authorized Officera Responsible Officer of any Borrower or its designee. Bank shall be entitled to rely on any facsimile or telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer of any Borrower or a designee thereof, and Borrowers shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance.” 6. Section 2.3(a) of the Agreement is amended and restated in its entirety to read as follows:

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make one (1) term loan to Borrower in an aggregate a principal amount of Five Million Dollars ($5,000,000) (the Term Loan A Amount (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used (A) first, to refinance all outstanding Term Loans (as defined immediately prior to the First Amendment Effective Date) as of the First Amendment Effective, and (B) second, for general working capital purposes and for capital expenditurespurposes. (ii) Interest shall accrue from the date of the Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only Availability End Date interest only shall be payable monthly beginning on January 1, 2011the first day of the month next following the Term Loan A, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on Any portion of the Term Loan A Interest-Only that is outstanding on the Availability End Date, it Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Term Loan A Interest-Only Availability End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be re-borrowedreborrowed. Borrower may prepay all or any portion of the Term Loan A without penalty or premium. (iii) On Borrower hereby requests that Bank make the Term Loan A Availability End Dateon the First Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrower shall confirm to notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain on the day on which the Term Loan A. A is to be made. Such confirmation notice shall be substantially in the form of Exhibit C. The confirmation notice shall be signed by an Authorized Officer.

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, on the Second Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees to make one (1) a term loan to Borrower Borrowers in an aggregate a principal amount of $10,000,000 (the Term Loan A Amount (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used for general working capital purposes and for capital expendituresto refinance all indebtedness owing from Borrower to Bank as of the Second Amendment Effective Date. (ii) Interest shall accrue from the date of the Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011the first day of the month next following the Term Loan A, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on Any portion of the Term Loan A that is outstanding on the Interest-Only End Date, it Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End DateApril 7, 2018, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be re-borrowedreborrowed. Borrowers may prepay all or any portion of the Term Loan A without penalty or premium. (iii) On Borrowers hereby request that Bank make the Term Loan A Availability End Dateon the Second Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrower Borrowers shall confirm to notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain on the day on which the Term Loan A. A is to be made. Such confirmation notice shall be substantially in the form of Exhibit C. The confirmation notice shall be signed by an Authorized Officer.” Section 2.1 (c) of the Agreement hereby is amended and restated in its entirety to read as follows:

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to each Term Loan A Lender, severally and not jointly, will make one (1) a term loan to Borrower Borrowers in an aggregate principal the amount of the equal to such Term Loan A Amount Lender’s Term Loan A Commitment Percentage of $8,500,000 (the “Term Loan A”). Borrower agrees to request The Term Loan A shall be advanced on the Closing Date and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term, Borrowers shall repay the Term Loan A Availability End in an amount equal to the greater of (x) $212,500 and (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that Borrowers shall pay the amount set forth in the foregoing clause (x) no later than the first Business Day following the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term (it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), the difference thereof (if any) shall be paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses upon expiration of the Term. The proceeds Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan A shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date as a LIBOR Rate Loan or to convert any portion of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection comply with the Term Loan A notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowedapply. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreementhereof, Bank each Term A Lender agrees to make one (1) a term loan (collectively, the "Term Loan A") to Borrower in an aggregate principal amount equal to (A) on the Closing Date, the least of (1) its Term A Commitment, (2) its Pro Rata Share of the Term A Borrowing Base and (3) its Pro Rata Share of the aggregate principal amount of the Term Loan A Amount approved or authorized by the Interim Order to be made available to Borrower on such date and (“B) on the Entry Date, the lesser of (1) the remainder of its Term A Commitment and (2) an amount equal to its Pro Rata Share of the then effective Term A Borrowing Base minus the outstanding amount of Term Loan A made by such Term A Lender on the Closing Date. The obligations of each Term A Lender hereunder shall be several and not joint. The Term Loan A shall, upon the request of any Lender pursuant to Section 1.10, be evidenced by promissory notes substantially in the form of Exhibit 1.1 (each a "Note" and collectively the "Notes"), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term A Lender. Each Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender's Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. , together with interest thereon as prescribed in Section 1.5. (ii) The proceeds aggregate outstanding principal balance of the Term Loan A shall be used for general working capital purposes due and for capital expenditures. (ii) Interest shall accrue from payable in full in immediately available funds on the date of Term Loan A at the rate specified Maturity Date, if not sooner paid in Section 2.3(a), and prior full. No payment with respect to the Term Loan A Interest-Only End Date interest only shall may be payable monthly beginning on January 1, 2011, and continuing on the same day reborrowed. (iii) Each payment of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection principal with respect to the Term Loan A shall be immediately due and payable. paid to the Administrative Agent for the ratable benefit of each Term Loan AA Lender, once repaid, may not be re-borrowedratably in proportion to each such Term A Lender's respective Term A Commitment. (iiiiv) On Subject to and in accordance with the Term Loan A Availability End terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from time to time during the period commencing on the Closing Date and ending on the earlier of the Maturity Date and 30 days prior to the Scheduled Maturity Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.

Term Loan A. Subject to the discretion of the Term Loan A Lenders and the provisions of Section 2.05(b)(iii), the Borrowers may, upon at least five (5) Business Days prior written notice to the Administrative Agent, prepay the principal of the Term Loan A, in whole or in part. If a Term A Lender wishes to waive its right to such prepayment, it shall, within such period, provide written notice to the Administrative Agent of its desire to waive its Pro Rata Share of the payment, in which case, the amount of such prepayment shall (i) Subject first, be made available to and upon applied to prepay each Term Loan A Lender that did not waive its right to receive its Pro Rata Share of the terms prepayment (a “Non-Waiving Term Loan A Lender”), increasing, proportionately, each Non-Waiving Term Loan A Lender’s Pro Rata Share of the prepayment, and conditions of this Agreement(ii) second, Bank agrees any remaining proceeds shall be applied to make one (1) term loan to Borrower reduce the Term Loan B as provided in an aggregate Section 2.05(b)(ii). The accrued interest on the principal amount of the Term Loan A Amount being prepaid pursuant to this subsection (“Term Loan A”b)(i) to the date of such prepayment (including any accrued interest not yet capitalized pursuant to Section 2.04(a)) shall be due and payable in cash on such prepayment date. Borrower agrees Each prepayment made pursuant to request Term Loan A on this subsection (b)(i) shall be accompanied by the Term Loan A Availability End DateApplicable Prepayment Premium. The proceeds Each such prepayment of the Term Loan A shall be used for general working capital purposes and for capital expenditures. in an amount which is an integral multiple of $1,000,000 (ii) Interest shall accrue from unless the date outstanding principal amount of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day immediately prior to such prepayment is less than $1,000,000). Each such payment of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately applied against the remaining installments of principal due and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On under the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form inverse order of Exhibit C. The confirmation shall be signed by an Authorized Officermaturity.

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreementset forth herein, Bank each Term Loan A Lender severally agrees to make one (1) its portion of a term loan to Borrower in an aggregate principal amount of (the Term Loan A Amount (“Term Loan A”). Borrower agrees ) to request Term Loan A on the Company in Dollars in one advance at any time during the Term Loan A Availability End Date. The proceeds Period in an amount not to exceed such Term Loan A Lender’s Term Loan A Commitment; provided that submission of any Loan Notice by the Borrower requesting the advance of the Term Loan A shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of Term Loan A at the rate specified in Section 2.3(a)deemed to be, and prior to shall be, a representation and warranty by the Term Loan A Interest-Only End Date interest only Company that the proceeds of such advance shall promptly be payable monthly beginning on January 1used by the Company for the sole purpose of prepayment the Senior Notes (including payment of all related prepayment fees, 2011, premiums and continuing on the same day of each month thereaftertransactions fees and expenses). If Term Loan A remains outstanding Amounts repaid on the Term Loan A Interest-Only End Date, it shall may not be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the reborrowed. The Term Loan A Interest-Only End Datemay consist of Base Rate Loans or Eurocurrency Rate Loans, and continuing on the same day of each month thereafter through the Term Loan A Maturity Dateor a combination thereof, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowedas further provided herein. (iiie) On The first sentence of Section 2.02(a) of the Term Loan A Availability End DateCredit Agreement is amended to read as follows: Each Borrowing, Borrower shall confirm each conversion of Loans from one Type to Bank (which notice the other, and each continuation of Eurocurrency Rate Loans shall be irrevocablemade upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice. (f) The third sentence of Section 2.02(a) of the Credit Agreement is amended to read as follows: Each telephonic notice by facsimile transmission the Company pursuant to this Section 2.02(a) must be received no later than 3:30 p.m. Eastern confirmed promptly by delivery to the Administrative Agent of a Loan Notice. (g) The first sentence of Section 2.04(b) of the Credit Agreement is amended to read as follows: At any time that Borrower desires to obtain Term Loan A. Such confirmation an Auto Borrow Agreement is not in effect, each Borrowing of Swing Line Loans shall be substantially made upon the applicable Borrower’s irrevocable notice to the applicable Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice. (h) The third sentence of Section 2.04(b) of the Credit Agreement is amended to read as follows: Each such telephonic notice must be confirmed promptly by delivery to the applicable Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. (i) The first clause of Section 2.05(a)(i) of the Credit Agreement preceding subclause (A) is hereby amended to read as follows: Each Borrower may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that such notice must be in a form acceptable to the form Administrative Agent and, provided further that (j) The first clause of Exhibit C. The confirmation shall be signed Section 2.05(a)(ii) of the Credit Agreement preceding the proviso is hereby amended to read as follows: At any time an Auto Borrow Agreement is not in effect, each Borrower may, upon delivery to the applicable Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; (k) Section 2.05(a) of the Credit Agreement is amended by an Authorized Officer.adding the following as a new clause (iii):

Term Loan A. (i) Subject On the Closing Date, the Lenders made an advance, each in an amount equal to and upon their respective Term Loan A Commitments on the terms and conditions Closing Date, of this Agreement, Bank agrees to make one (1) a term loan to the Borrower in Dollars in an aggregate principal amount equal to Seventy-Five Million Dollars ($75,000,000) (the “Closing Date Advance”). Immediately prior to the Fifth Amendment Effective Date, the aggregate outstanding principal amount of the Term Loan A Amount was Fifty-Six Million Two-Hundred Fifty Thousand Dollars ($56,250,000). Subject to the terms and conditions set forth herein, the Lenders agree to make an additional advance, each in an amount equal to their respective Term Loan A Commitments on the Fifth Amendment Effective Date, under such term loan to the Borrowers in Dollars on the Fifth Amendment Effective Date in an aggregate principal amount, advanced on the Fifth Amendment Effective Date, equal to Thirteen Million Seven-Hundred Fifty Thousand Dollars ($13,750,000) (such additional advance, together with the Closing Date Advance, collectively, the “Term Loan A”), such that the aggregate outstanding principal amount of the Term Loan A, as of the Fifth Amendment Effective Date (immediately after giving effect to the advance thereunder on the Fifth Amendment Effective Date), shall be Seventy Million Dollars ($70,000,000). Borrower agrees to request The Term Loan A may, from time to time, consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, the execution and delivery of the Fifth Amendment by the Borrower, and the satisfaction of all conditions precedent set forth in Section 5 of the Fifth Amendment, shall be deemed to constitute the Borrower’s request to borrow on the Fifth Amendment Effective Date the portion of the Term Loan A to be advanced on the Fifth Amendment Effective Date as Adjusted LIBOR Rate Loans. Amounts repaid on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowedreborrowed. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.

Term Loan A. (i) Subject to and upon On the terms and conditions of this Agreement, Bank agrees to make one (1) term loan to Borrower in an Effective Date the aggregate principal amount of the Term Loan A Amount (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement is $600,000,000 and shall be deemed outstanding under this Agreement (collectively, the “Term Loan A”). The Borrower agrees may from time to request Term Loan A on time deposit the Term Loan A Availability End Date. The proceeds of the Term Loan A in the L/C Cash Collateral Account. Unless a Default or an Event of Default shall have occurred and be continuing, the L/C Cash Collateral may be withdrawn by the Borrower from the L/C Cash Collateral Account from time to time upon 3 Business Days’ notice to the Administrative Agent, provided that the aggregate amount of L/C Cash Collateral held in the L/C Cash Collateral Account thereafter would not be less than an amount equal to 100% of the aggregate face amount of all outstanding Letters of Credit. The obligations of each Term A Lender hereunder shall be used for general working capital purposes several and for capital expendituresnot joint. The Term Loan A shall, upon the request of any Lender pursuant to Section 1.10, be evidenced by promissory notes substantially in the form of Exhibit 1.1 (each a “Note” and collectively the “Notes”), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term A Lender. Each Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender’s Term Loan A, together with interest thereon as prescribed in Section 1.5. (ii) Interest shall accrue from The aggregate outstanding principal balance of the date of Term Loan A at (including the rate specified portion of the Term Loan A the proceeds of which are held by the Administrative Agent in Section 2.3(a)the L/C Cash Collateral Account) shall be due and payable in full in immediately available funds on the Maturity Date, and prior if not sooner paid in full. No payment with respect to the Term Loan A Interest-Only End Date interest only shall may be payable monthly beginning on January 1, 2011, and continuing on the same day reborrowed. The deposit of each month thereafter. If Term Loan A remains outstanding on proceeds of the Term Loan A Interest-Only End Datein the L/C Cash Collateral Account as provided in Section 1.1(a)(i) above, it is not and shall not be payable in 30 equal monthly installments deemed to be a repayment of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day A. (iii) Each payment of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection principal with respect to the Term Loan A shall be immediately due and payable. paid to the Administrative Agent for the ratable benefit of each Term Loan AA Lender, once repaid, may not be re-borrowedratably in proportion to each such Term A Lender’s respective Term A Commitment. (iiiiv) On Subject to and in accordance with the Term Loan A Availability End terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from time to time during the period commencing on the Effective Date and ending on the earlier of the Maturity Date and 30 days prior to the Scheduled Maturity Date, Borrower shall confirm up to Bank a maximum amount of $200,000,000 (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer“L/C Subfacility”).

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, Bank each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make one term loans A (1collectively, “Term Loan A”) term loan to Borrower Borrowers from time to time from the Closing Date until the Term Loan Expiration Date, or until the earlier reduction of its Term Loan A Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Lender’s Term Loan A Commitment. The aggregate principal amount of Term Loan A (based on the initial principal amount) shall not exceed the Term Loan A Amount (“Term Loan A”)Amount. Borrower agrees to request The Term Loan A Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Term Loan A to Borrowers, and (y) automatically and permanently be reduced to zero on the Term Loan A Availability End Expiration Date. Each Term Loan A requested by Borrowers pursuant to this Section 2.2(a) shall be in a minimum amount of $2,500,000. Any principal amount of Term Loan A that is repaid or prepaid may not be reborrowed. The proceeds outstanding principal of the Term Loan A shall be used for general working capital purposes repayable by the Borrowers in consecutive quarterly installments, on the first day of each April, July, October and for capital expenditures. January, commencing on April 1, 2006 and ending on the Maturity Date (or if earlier than the Maturity Date, the date that the Term Loans have been repaid in full) consisting of (i) during the period from April 1, 2006 through January 1, 2007, quarterly payments of $625,000, (ii) Interest shall accrue during the period from the date of Term Loan A at the rate specified in Section 2.3(a)April 1, and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on 2007 through January 1, 20112008, and continuing on the same day quarterly payments of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date$1,250,000, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.and

Term Loan A. (i) Subject to and upon On the terms and conditions of this Agreement, Bank agrees to make one (1) term loan to Borrower in an Effective Date the aggregate principal amount of the Term Loan A Amount (“as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement is $600,000,000 and shall be deemed outstanding under this Agreement (collectively, the "Term Loan A”"). The Borrower agrees may from time to request Term Loan A on time deposit the Term Loan A Availability End Date. The proceeds of the Term Loan A in the L/C Cash Collateral Account. Unless a Default or an Event of Default shall have occurred and be continuing, the L/C Cash Collateral may be withdrawn by the Borrower from the L/C Cash Collateral Account from time to time upon 3 Business Days' notice to the Administrative Agent, provided that the aggregate amount of L/C Cash Collateral held in the L/C Cash Collateral Account thereafter would not be less than an amount equal to 100% of the aggregate face amount of all outstanding Letters of Credit. The obligations of each Term A Lender hereunder shall be used for general working capital purposes several and for capital expendituresnot joint. The Term Loan A shall, upon the request of any Lender pursuant to Section 1.10, be evidenced by promissory notes substantially in the form of Exhibit 1.1 (each a "Note" and collectively the "Notes"), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term A Lender. Each Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender's Term Loan A, together with interest thereon as prescribed in Section 1.5. (ii) Interest shall accrue from The aggregate outstanding principal balance of the date of Term Loan A at (including the rate specified portion of the Term Loan A the proceeds of which are held by the Administrative Agent in Section 2.3(a)the L/C Cash Collateral Account) shall be due and payable in full in immediately available funds on the Maturity Date, and prior if not sooner paid in full. No payment with respect to the Term Loan A Interest-Only End Date interest only shall may be payable monthly beginning on January 1, 2011, and continuing on the same day reborrowed. The deposit of each month thereafter. If Term Loan A remains outstanding on proceeds of the Term Loan A Interest-Only End Datein the L/C Cash Collateral Account as provided in Section 1.1(a)(i) above, it is not and shall not be payable in 30 equal monthly installments deemed to be a repayment of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day A. (iii) Each payment of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection principal with respect to the Term Loan A shall be immediately due and payable. paid to the Administrative Agent for the ratable benefit of each Term Loan AA Lender, once repaid, may not be re-borrowedratably in proportion to each such Term A Lender's respective Term A Commitment. (iiiiv) On Subject to and in accordance with the Term Loan A Availability End terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from time to time during the period commencing on the Effective Date and ending on the earlier of the Maturity Date and 30 days prior to the Scheduled Maturity Date, Borrower shall confirm up to Bank a maximum amount of $200,000,000 (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer"L/C Subfacility").

Term Loan A. (a) Subject to the terms, covenants and conditions set forth in the Existing Credit Agreement (as amended and restated herein), Initial Lender made, (i) Subject to and upon on the terms and conditions of this AgreementRestatement Closing Date, Bank agrees to make one (1) a term loan to Borrower the Initial Borrowers in an original principal amount equal to Eighteen Million Five Hundred Fifty-Nine Thousand Seven Hundred Eight and 87/100 Dollars ($18,559,708.87) and (ii) on October 31, 2007, a term loan to the Initial Borrowers in an original principal amount equal to Two Million Two Hundred Eighty-Five Thousand and No/100 Dollars ($2,285,000) (collectively, the “Term Loan A”). Amounts of the Term Loan A which are repaid or prepaid may not be reborrowed. The Borrowers acknowledge and agree that the aggregate outstanding principal amount of the Term Loan A Amount as of the date hereof is $17,719,229.51. (“b) The obligation of the Borrowers to repay to a Lender the portion of the Term Loan A made by such Lender (whether directly or as assignee of another Lender), together with interest accruing in connection therewith, shall be evidenced by a Term Note A in substantially the form of Exhibit F-3 attached hereto and made a part hereof, issued in the principal amount of such Lender’s portion of the Term Loan A and dated as of the date on which the proceeds of such portion of the Term Loan A are advanced hereunder to or for the account of the Initial Borrowers. The amount of principal owing on any Term Note A at any given time shall be the aggregate amount of the Term Loan A evidenced thereby minus all payments of principal theretofore received by the Administrative Agent on such Term Note A. Interest on each Term Note A shall accrue and be due and payable as provided herein and therein. All outstanding principal and all accrued but unpaid interest on Term Loan A shall be due and payable on the Maturity Date applicable to the Term Loan A. Borrowers jointly and severally unconditionally promise to pay each Term Note A and the outstanding principal balance of the Term Loan A in full on the Maturity Date applicable to the Term Loan A. (c) Initial Borrowers may request that Lenders holding portions of the Term Loan A make an additional advance under the Term Loan A in the aggregate amount of up to One Million and No/100, which advance shall constitute a portion of the outstanding principal balance of the Term Loan A for all purposes hereunder and under the other Loan Documents (such additional advance of the Term Loan A, the “Additional Term Loan A Advance”). Borrower agrees to request Each Lender shall fund its pro rata share (based on such Lender’s percentage interest of the aggregate outstanding principal balance of the Term Loan A) of the Additional Term Loan A Advance requested by Initial Borrowers by wire transfer to an Operating Account designated by Borrower Representative pursuant to the wire transfer instructions set forth on Section 2.1(c) of Schedule A hereto applicable to such Operating Account. In addition to the foregoing, requests for Additional Term Loan A Advance (and Lenders’ obligations to fund same) shall be subject to the following terms and conditions: (i) no such request shall be made if an Event of Default under any of Sections 7.1(a), 7.1(b), 7.1(c) (with respect to Section 7.1(c), as a result of a breach of Sections 6.2(a), 6.2(f), 6.2(n) or 6.2(o) only), 7.1(g), 7.1(h), 7.1(i) or 7.1(n) has occurred and is continuing or would arise after giving effect to such Additional Term Loan A Advance (and no Lender shall be obligated to fund the Additional Term Loan A Advance if any such Event of Default has occurred and is continuing), (ii) the Additional Term Loan A Advance shall only be funded in one draw of up to $1,000,000 on January 2, 2008, and (iii) a request for an Additional Term Loan A Advance shall be made in writing to Administrative Agent in form and substance reasonably acceptable to Administrative Agent and must be given so as to be received by the Administrative Agent not later than 2:00 p.m. (Chicago time) on the second Business Day prior to the funding date of such proposed Additional Term Loan A Advance in accordance with the immediately preceding clause (ii). Any Lender funding the Additional Term Loan A Advance may request a new Term Note A in order to evidence its funding of such Additional Term Loan A Advance. Lenders’ commitment to fund the Additional Term Loan A Advance hereunder shall immediately and irrevocably terminate on January 2, 2008 (after giving effect to any funding of the Additional Term Loan A Advance on such date in accordance with this Section 2.3(c)) . Notwithstanding anything to the contrary contained herein, Lenders shall not be obligated to fund the Additional Term Loan A Advance if after giving effect thereto the aggregate outstanding principal balance of the Loan A Advances would exceed the Maximum Aggregate Credit Line A. (d) In addition to any other amounts required to be repaid or prepaid on the Term Loan A Availability End Date. The proceeds pursuant to the terms of this Agreement, Borrowers jointly and severally unconditionally agree to repay the outstanding principal balance of the Term Loan A shall be used for general working capital purposes and for capital expenditures. in twelve (ii12) Interest shall accrue from the date equal monthly installments equal to 1/12 of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning Amortization Balance on January May 1, 2011, 2010 and continuing again on the same first day of each calendar month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officer.

Term Loan A. As set forth in Section 1.2.1 of the Amended and Restated Loan Agreement, certain term loans to Borrower's predecessors-in-interest were consolidated into one term loan (i) Subject the "Amended and Restated Term Loan"). As of the Closing Date the principal balance of the Amended and Restated Term Loan is $10,666,000. On the Closing Date, each Lender shall be deemed to have purchased from FCC an interest in the Amended and upon Restated Term Loan equal to the terms amount set forth below such Lender's name on the signature pages hereof (such Lender's "Amended and Restated Term Loan Commitment"). On the Closing Date, subject to the fulfillment or waiver of all conditions precedent to the effectiveness of this Agreement, Bank agrees to each Lender shall make one new term loans (1collectively the "Second Amended and Restated Term Loan") term loan to Borrower in an the principal amount set forth below such Lender's name on the signature pages hereof (such Lender's "Second Amended and Restated Term Loan Commitment"). The aggregate principal amount of each Lender's Amended and Restated Term Loan Commitment and Second Amended and Restated Term Loan Commitment is hereinafter referred to as such Lender's "Term Loan A Commitment". The percentage equal to the quotient of (x) each Lender's Term Loan A Commitment, divided by (y) the aggregate of all Term Loan A Commitments, is such Lender's "Term A Loan Percentage." The aggregate amount of the Term Loan A Amount Commitments is Thirty-Five Million Dollars (“$35,000,000). The Amended and Restated Term Loan A”). Borrower agrees and the Second Amended and Restated Term Loan Commitments are sometimes hereinafter referred to request as "Term Loan A." Term Loan A shall be evidenced by promissory notes to be executed and delivered by Borrower to Lenders on the Closing Date, the form of which is attached hereto and made a part hereof as Exhibit A-2 ("Term Loan A Availability End Date. Note(s)A"), shall bear interest as specified in Section 2.1 and shall be repayable in accordance with the terms of Term Notes A. The proceeds of the Term Loan A shall be used by Borrower, solely for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from which the date proceeds of Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission Revolving Credit Loans are authorized to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized Officerused.

Term Loan A. (ia) Subject to and upon the terms and conditions of Section 3.2 of this Agreement and the prior or contemporaneous funding of the Term B Debt, within 35 days following the Closing Date each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make in one draw term loans (collectively, the “Term Loan A”) to US Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan A Amount. The Term Loan A shall, subject to adjustment as provided below, be repaid on the following dates and in the following amounts: The first day of each calendar month commencing on the first day of the calendar month immediately following the first full calendar month after the making of the Term Loan A $ 300,000 Except as provided in Section 2.4(c) hereof and except in connection with the repayment of all of the Obligations and the termination of this Agreement, Bank agrees the US Borrowers may, at any time and from time to make one (1) term loan time, upon at least 5 Business Days’ prior written notice to Borrower in an aggregate Administrative Agent, prepay the principal amount of the Term Loan A Amount in whole or in part (each an “Term Loan AOptional Prepayment”); provided that any such partial prepayment shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Borrower agrees to request Term Loan A on The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A Availability End Dateshall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. The proceeds All amounts outstanding under the Term Loan A shall constitute Obligations. (b) Each Optional Prepayment of the Term Loan A shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of Term Loan A at the rate specified in Section 2.3(a), and prior applied to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding remaining installments due on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments inverse order of principal, plus all accrued interest, beginning on one month immediately following maturity. (c) Once any portion of the Term Loan A Interest-Only End Datehas been paid or prepaid, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, it may not be re-borrowedreborrowed. (iiid) On the Term Loan A Availability End Date, Borrower shall confirm Amounts borrowed pursuant to Bank (which notice this Section 2.2 shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially denominated in the form of Exhibit C. The confirmation shall be signed by an Authorized OfficerDollars.

Term Loan A. (ia) Subject to and upon On the terms and conditions Closing Date, a portion of this Agreement, Bank agrees to make one (1) the Existing Loans shall be converted into a term loan to Borrower (the "Term Loan A") in an aggregate the original principal amount of the Term Loan A Amount (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date$12,500,000. The proceeds of the outstanding principal balance and all accrued and unpaid interest under Term Loan A shall be used for general working capital purposes due and for capital expenditures. payable upon the earlier of (i) the Maturity Date, or (ii) Interest shall accrue from the date of termination of this Agreement, whether by its terms, by prepayment, by acceleration, or otherwise. The unpaid principal balance of Term Loan A may be prepaid in whole or in part without penalty or premium (except to the extent, if any, that the Exit Fee or Early Termination Premium may be applicable) at any time during the rate specified term of this Agreement upon 15 days (3 days in Section 2.3(a)the case of the first such prepayment so long as it occurs within 34 days of the Closing Date) prior written notice by Borrower to Foothill; provided, and prior however, that, subsequent to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Repayment Date, it shall be payable in 30 equal monthly installments any voluntary prepayment of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due deemed to constitute and payable. shall result in a permanent termination of the remaining Term Loan AA Commitment. All amounts outstanding under Term Loan A shall constitute Obligations. Any amount repaid with respect to Term Loan A may be reborrowed, once repaidin one or more drawings, may not be re-borrowedsubject to the prior satisfaction of the conditions contained in Sections 3.3 and 3.9. (iiib) On Anything to the contrary in this Section 2.2 notwithstanding, Borrower shall have the right, from time to time, but not more than 5 times during the term of this Agreement, to reduce permanently the Term Loan A Availability End Date, Commitment. Borrower shall confirm to Bank give Foothill not less than 15 days prior written notice designating the date (which notice shall be irrevocablea Business Day) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation of such reduction and each such reduction shall be substantially in the form an amount of Exhibit C. The confirmation not less than $50,000. Each such reduction automatically shall be signed by an Authorized Officereffective on the date specified in Borrower's notice given in compliance hereunder.

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreementhereof, Bank each Term Lender (Term Loan A) agrees to make one (1) a term loan on the Devivo Acquisition Closing Date (provided that the Devivo Acquisition Xxxxxng Date shall occur prior to the date which ix xxxx (9) months following the Closing Date) to Borrowers in the original principal amount equal to its Term Loan Commitment (Term Loan A) (the "TERM LOAN A"). The obligations of each Term Lender (Term Loan A) hereunder shall be several and not joint. Until the Commitment Termination Date (Term Loan A), Borrowers may borrow under this SECTION 1.1(C); PROVIDED, THAT such borrowing shall be limited to a single advance to be made no sooner than the Devivo Acquisition Closing Date and monies borrowed pursuant to txxx XXCTION 1.1(C), once repaid, may not be reborrowed. The Term Loan A shall be made on notice by Borrower Representative on behalf of Borrowers to the representative of Administrative Agent identified on SCHEDULE 1.1 at the address specified thereon. Such notice must be given no later than 11:00 a.m. (New York time) on the date which is five (5) Business Days prior to the proposed funding date of Term Loan A. Such notice (A "NOTICE OF TERM LOAN A ADVANCE") must be given in an aggregate writing (by telecopy or overnight courier) substantially in the form of EXHIBIT 1.1(C)(I), and shall include the information required in such Exhibit and such other information as may be required by Administrative Agent. The Administrative Agent shall provide prompt notice thereof to the Revolver Agent and the Lenders. (ii) The Term Loan A shall be evidenced by promissory notes substantially in the form of EXHIBIT 1.1(C)(II) (each a "TERM NOTE (TERM LOAN A)" and collectively the "TERM NOTES (TERM LOAN A)"), and Borrowers shall execute and deliver a Term Note (Term Loan A) to each Term Lender (Term Loan A). Each Term Note (Term Loan A) shall represent the obligation of Borrowers to pay the amount of the applicable Term Lender's (Term Loan A) Term Loan Commitment (Term Loan A) to Borrowers, together with interest thereon as prescribed in SECTION 1.5. (iii) Borrowers shall pay the principal amount of the Term Loan A Amount in equal consecutive quarterly installments determined by reference to the number of full quarters occurring during the period from the date which is six (“Term Loan A”). Borrower agrees to request 6) months following the date of funding of the Term Loan A to the date which sixty (60) months following the Closing Date (the "TERM LOAN A FINAL MATURITY DATE") as follows: in equal consecutive quarterly installments of principal equal to the original principal amount of the Term Loan A divided by the number of full quarters occurring during the period from the date which is six (6) months following the date of funding of the Term Loan A to the Term Loan A Final Maturity Date, commencing on the first day of the sixth (6th) month following the date of funding of the Term Loan A and continuing quarterly on the first day of each third (3rd) month thereafter, together with a final installment equal to the entire unpaid principal balance of the Term Loan A due and payable on the Term Loan A Availability End Final Maturity Date. The proceeds . (iv) Notwithstanding the foregoing CLAUSE (III), the aggregate outstanding principal balance of the Term Loan A shall be used for general working capital purposes due and for capital expenditurespayable in full in immediately available funds on the Commitment Termination Date (Revolver A), Commitment Termination Date (Revolver B) or the Commitment Termination Date (Term Loan A), whichever shall first occur, if not sooner paid in full. (iiv) Interest shall accrue from the date Each payment of Term Loan A at the rate specified in Section 2.3(a), and prior principal with respect to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. paid to Revolver Agent for the ratable benefit of each Term Lender (Term Loan A), once repaid, may not be re-borrowed. ratably in proportion to each such Term Lender's (iii) On the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocableA) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain respective Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized OfficerCommitment (Term Loan A).

Term Loan A. (i) Subject to and upon the terms and conditions set forth herein, the Lender will make advances of this Agreement, Bank agrees to make one (1) its Tranche A Commitment Percentage of a term loan to Borrower (the “Term Loan A”) in an actually funded amount not to exceed the aggregate Term Loan A Commitment. The Lender intended to disburse Term Loan A in Dollars in equal consecutive monthly installments commencing on January 25, 2023 (the “January Installment”), with the final installment being funded on June 25, 2023. However, the Parties agree that as of the Initial Closing Date, the conditions set forth in Section 5.1 and Section 5.2 (the “Funding Conditions”) have not been satisfied and as an accommodation to the Borrower, the Lender has agreed to fund the first two installments of $10,000,000 that would have been funded on January 25, 2023 and February 25, 2023 into the MSP Operating Account two (2) Business Days after the Initial Closing Date (the “Initial Advance”) prior to such Funding Conditions being satisfied. Other installments of Term Loan A other than the Initial Advance will be funded on the 25th day of each month following the Initial Closing Date (each, a “Funding Date”); provided, that, subject to Section 2.1(a)(iii) below, if on any Funding Date the Borrower has not satisfied the Funding Conditions, Lender shall be under no obligation to disburse any portion of the Term Loan A; provided further that, if the Closing Date occurs on or after March 27, 2023, the Lender hereby agrees that it shall fund on the Closing Date the third installment of $5,000,000 that would have been funded on March 27, 2023 (the "March Installment") so long as the conditions precedent to the Closing Date in Section 5.1 and Section 5.2 (other than Section 5.2(e)) shall have been satisfied; provided further, that no disbursement will be made after the final disbursement on June 25, 2023. The Borrower and Xxxxxxx agree that each such installment actually funded by the Lenders represent 60% of the principal amount of such Loan. Accordingly, the principal amount of each Term Loan A funded under this clause equals such amount actually funded by the Lenders divided by 0.6 and the aggregate principal amount of Term Loan A is the sum of the principal amount of all such Loans. For the avoidance of doubt, on each such borrowing date each Lender shall advance to Borrower an amount equal to 60% of its ratable share of all the Loans requested by Borrower as of such date in exchange for Borrower’s obligations to repay in full the principal amount of such Loans, plus interest accrued thereon in accordance with the terms hereof. #200345476_v12 (ii) Term Loan A shall be evidenced by one or more secured promissory notes (collectively, the “Term Loan Note A”) in substantially the form attached hereto as Exhibit 2.1(a). The Term Loan A shall consist of SOFR Loans. Amounts repaid on the Term Loan A may not be reborrowed. For the avoidance of doubt, Lender shall not be under any obligation to fund all or any portion of the Term Loan A Amount (“Term Loan A”). except for the Initial Advance, which shall be funded by the Lenders within two days after execution of this Agreement, without regards to any conditions in Section 4.1 and Section 4.2 hereof or any other conditions) until the Borrower agrees to request Term Loan A on has satisfied the Term Loan A Availability End Date. The proceeds conditions in Section 4.1 and Section 4.2 hereof (except for Section 5.2(e) in respect of the Term Loan A shall be used for general working capital purposes March Installment) and for capital expenditures. (ii) Interest shall accrue from the date of Term Loan A at the rate specified in Section 2.3(a), and prior subject always to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on January 1, 2011, and continuing on the same day terms of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A shall be immediately due and payable. Term Loan A, once repaid, may not be re-borrowedSection 2.1(a)(ii). (iii) On Notwithstanding the provisions of Section 2.1(a)(i) and Section 2.1(a)(ii), in the event that the conditions in Section 5.1 and Section 5.2 have been met but any of the Claim Filing Milestone, First Milestone or Second Milestone has not been met, at the request of the Borrower, the Lenders shall fund, on the applicable Funding Date, 50% of the applicable monthly installment of Term Loan A Availability End Date, Borrower shall confirm to Bank (except for the Initial Advance and the March Installment which notice shall be irrevocablefunded in full pursuant to Section 2.1(a)(i) by facsimile transmission above) to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized OfficerBorrower.

Term Loan A. (ia) Subject to and upon the terms and conditions of set forth in this Agreement, Bank agrees to the Lenders shall, on the date hereof, severally, but not jointly, make one (1) a term loan to the Borrower ("Term Loan A") in an aggregate original principal amount of the Term Loan A Amount Seven Million (“Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the $7,000,000) Dollars. (b) Term Loan A shall be used for general working capital purposes evidenced by, and for capital expenditures. repaid in accordance with, two promissory notes of the Borrower, each substantially in the forms attached hereto as Exhibits B-1 and B-2 (each such note a "Term Loan A Note"). The Term Loan A Note issued to each Lender shall (i) be executed by the Borrower, (ii) Interest shall accrue from be payable to such Lender and be dated the date of Term Loan A at the rate specified hereof, (iii) be in Section 2.3(a), and prior a stated principal amount equal to the Term Loan A Interest-Only End Date interest only shall Commitment of such Lender and be payable monthly beginning as provided in Section 2.2A(c), (iv) mature on January the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.3 in respect of the Base Rate or LIBOR, as the case may be, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) The Borrower shall make equal quarterly payments under the Term Loan A Notes of principal plus accrued interest in accordance with a fifteen year amortization schedule, commencing April 1, 2011, 2003 and continuing on the same day first Business Day of each month thereafter. If succeeding fiscal quarter thereafter through and including September 1, 2005 until the outstanding principal amount of Term Loan A, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date. (d) The Borrower may prepay any portion of the outstanding principal of Term Loan A, in whole or in part, together with accrued interest to the date of such prepayment on the amount prepaid and all amounts required pursuant to Section 2.15, (i) with respect to any principal portion that bears interest with reference to the Base Rate, on any Business Day, without the Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of the Interest Period applicable to the portion of Term Loan A remains outstanding being prepaid, without the Make-Whole Premium or (2) on the Term Loan A Interest-Only End Dateany other Business Day, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection together with the Make-Whole Premium. All prepayments of Term Loan A shall be immediately applied first to payment of the next installment due thereunder and payable. Term Loan A, once repaid, may not be re-borrowed. (iii) On then to the Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially rest of the installments thereof in the form inverse order of Exhibit C. The confirmation shall be signed by an Authorized Officertheir maturity.

Term Loan A. (i1) Subject to and upon the terms and conditions of this Agreementhereof, Bank each Term A Lender agrees to make one (1) a term loan (collectively, the "Term Loan A") on the Closing Date to Borrower in an aggregate the original principal amount of its Term Loan A Commitment. The obligations of each Term A Lender hereunder shall be several and not joint. The Term Loan A shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each a "Term A Note" and collectively the "Term A Notes"), and, except as provided in Section 1.12, Borrower shall execute and deliver each Term A Note to the applicable Term A Lender. Each Term A Note shall represent the obligation of Borrower to pay the amount of the applicable Term A Lender's Term Loan A Commitment, together with interest thereon as prescribed in Section 1.5. (2) Borrower shall repay the principal amount of the Term Loan A Amount in twelve (“Term Loan A”). Borrower agrees to request Term Loan A 12) consecutive quarterly installments on the first day of December, March, June and September of each year, commencing December 1, 2001, each installment (other than the final installment) in the amount of $1,000,000.00 and the final installment due on the Commitment Termination Date in the amount of $9,000,000.00 or, if different, the remaining principal balance of the Term Loan A Availability End Date. Loan. (3) The proceeds aggregate outstanding principal balance of the Term Loan A shall be used for general working capital purposes due and for capital expenditures. (ii) Interest shall accrue from payable in full in immediately available funds on the date of Term Loan A at the rate specified Commitment Termination Date, if not sooner paid in Section 2.3(a), and prior full. No payment with respect to the Term Loan A Interest-Only End Date interest only shall may be payable monthly beginning on January 1, 2011, and continuing on the same day reborrowed. (4) Each payment of each month thereafter. If Term Loan A remains outstanding on the Term Loan A Interest-Only End Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection principal with respect to the Term Loan A shall be immediately due and payable. paid to Agent for the ratable benefit of each Term Loan AA Lender, once repaid, may not be re-borrowed. (iii) On the ratably in proportion to each such Term Lender's respective Term Loan A Availability End Date, Borrower shall confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time that Borrower desires to obtain Term Loan A. Such confirmation shall be substantially in the form of Exhibit C. The confirmation shall be signed by an Authorized OfficerCommitment.